HomeMy WebLinkAbout7. Awarding Sale of 2007B Improvement Bonds-Res. No. 6639
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CITY OF SHAKOPEE
Memorandum
TO: Mayor and Council
Mark McNeill, City Administrator
FROM: Gregg Voxland, Finance Director
SUBJ: Awarding Sale of 2007B Improvement Bonds
DATE: August 16, 2007
Introduction
Council action is needed to award the sale of 2007B Improvement
Bonds.
Background
The attached resolution was prepared by bond counsel to award the
sale of improvement bonds series 2007B. The resolution needs to
be adopted at the August 21st Council meeting to complete the
bond sale. It is expected that Springsted will bring completed
resolutions to the council meeting.
Springsted will make the presentation to Council of the results
of the sale.
Action
Offer Resolution No. 6639 A Resolution Awarding The Sale Of
$1,445,000 General Obligation Improvement Bonds Series 2007B,
Fixing Their Form and Specifications; Directing Their Execution
And Delivery; and Providing For Their Payment, and move its
adoption.
G~VOXland
Finance Director
H:\finance\cash\bonds\
Extract of Minutes of Meeting
of the City Council of the City of
Shakopee, Scott County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Shakopee, Minnesota, was duly held in the City Hall in said City on Tuesday, August 21,2007,
commencing at 7;00 P.M.
The following members were present:
and the following were absent:
* * * *** * * *
The Mayor announced that the next order of business was consid~ration of the proposals which
had been received for the purchase of the City's $1,445,000 General Obligation Improvement Bonds,
Series 2007B.
The City Administrator presented a tabulation of the proposals that had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A
attached.
After due consideration of the proposals, Member then introduced the
following resolution and moved its adoption:
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I,
Rf\)lS~O
RESOLUTION NO. 6639
A RESOLUTION AWARDING THE SALE OF $1,445,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2007B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Shakopee, Scott County, Minnesota (the
"City>>) as follows:
Section 1. Sale of Bonds.
1.01 It is hereby determined that:
(a) the following assessable public improvements (the "Improvements>>) have been
made, duly ordered or contracts let for the construction thereof, by the City pursuant to the
provisions of Minnesota Statutes, Chapter 429 (the "AcC');
Total Project Cost Paid with Bond
Project Designation & Description: Proceeds
2007 Reconstruction Project $ 858,076.74
Pike Lake Road Project 550,916.26
Costs ofIssuance 23,725.00
Underwriter's Discount 4,233.75
Debt Service Fund (Accrued Interest) 2,890.00
Debt Service Fund (Capitalized Interest) 13,010.00
Total $1,452,851.75*
* Includes par amount of$1,445,000, plus premium of $4, 961. 75, and accrued interest in the amount
of $2,890.00.
(b) it is necessary and expedient to the sound financial management of the affairs of
the City to issue $1,445,000 General Obligation Improvement Bonds, Series 2007B (the
"Bonds>>) pursuant to the Act to provide financing for the Improvements.
1.02. A ward to the Purchaser and Interest Rates. The proposal of Wells Fargo Brokerage
Services, LLC, Minneapolis, Minnesota (the "Purchaser") to purchase $1,445,000 General Obligation
Improvement Bonds, Series 2007B (the "Bonds"), ofthe City described in the Terms of Proposal thereof
is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice
of sale and will be and is hereby accepted, the proposal being to purchase the Bonds at a price of
$1,445,728 (par amount of $1,445,000, plus original issue premium of $4,961.75, less underwriter's
discount of $4,233.75), plus accrued interest to date of delivery, for Bonds bearing interest as follows:
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Year Interest Rate Year Interest Rate
2010 4.00% 2016 4.00%
2012 4.00% 2018 4.00%
True interest cost: 3.9847%
1.03. Purchase Contract. The sum of $12,282, being the amount proposed by the Purchaser in
excess of $1,432,718, as well as an additional amount of $728 of bond proceeds, shall be credited to the
Debt Service Fund hereinafter created or to such other fund as determined by the Finance Director in
consultation with the City's financial advisor. The City Administer is directed to retain the good faith
check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks
of the unsuccessful proposers. The Mayor and City Administrator are directed to execute a contract with
the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act III the total principal amount of $1,445,000, originally dated
September 1,2007, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-
1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
Year Amount Year Amount
2010 $260,000 2016 $585,000
2012 290,000 2018 310,000
1.05. Optional Redemption. The City may elect on February 1,2016, and on any day thereafter
to prepay Bonds due on or after February 17, 2017. Redemption may be in whole or in part and if in part,
at the option of the City and in such manner as the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the
beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus
accrued interest.
1.06. Term Bonds. The Term Bonds are subject to mandatory sinking fund redemption and shall
be redeemed in part at par plus accrued interest on February 1 of the following years and in the principal
amounts as follows:
Bonds Maturing February 1,2010
Year Amount Year Amount
2009 $120,000 2010* $140,000
* Maturity
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Bonds Maturing February 1,2012
Year Amount Year Amount
2011 $145,000 2012* $145,000
* Maturity
Bonds Maturing February 1,2016
Year Amount Year Amount
2013 $140,000 2015 $150,000
2014 145,000 2016* 150,000
* Maturity
Bonds Maturing February 1,2018
Year Amount Year Amount
2017 $155,000 2018* $155,000
* Maturity
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft
issued by the Registrar described herein.
2.02. Dates: Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case
the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing August 1,2008, to the registered owners of record
thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or
not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent
and paying agent (the "Registrar>>). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
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(b) Transfer of Bonds. Upon surrender for transfer of a 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 will 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 that interest payment date.
(c) Exchan~e of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will 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. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will 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 a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is 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 payments so made to
registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the
liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee
or other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost. Stolen or Destroved Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it
and as provided by law, in which both the City and the Registrar must be named as obligees.
Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must 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 is not necessary to
issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of
the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond
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to be redeemed at the address shown on the registration books kept by the Registrar and by
publishing the notice if required by law. Failure to give notice by publication or by mail to any
registered owner, or any defect therein, will not affect the validity of the proceedings for the
redemption of Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on deposit with the
place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Wells Fargo Bank, National
Association, Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Administrator are
authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust
company authorized by law to conduct such business, the resulting corporation is authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the
services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon
the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash
and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor
Registrar. On or before each principal or interest due date, without further order of this Council, the City
Administrator must transmit to the Registrar monies sufficient for the payment of all principal and interest
then due.
2.05. Execution. Authentication and Delivery. The Bonds will be prepared under the direction
of the City Administrator and executed on behalf of the City by the signatures of the Mayor and the City
Administrator, provided that those signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to
be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery.
Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any
security or benefit under this Resolution unless and until a certificate of authentication on the Bond has
been duly executed by the manual signature of an authorized representative of the Registrar. Certificates
of authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City
Administrator will deliver the same to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as
may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and
delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
following form:
(The remainder ofthis page is intentionally left blank.)
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[Form of Bond]
No.R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2007B
Date of
Rate Maturity Original Issue CUSIP
% February 1, 20_ September 1, 2007
Registered Owner: Cede & Co.
The City of Shakopee, Minnesota, a duly organized and existing municipal corporation in Scott
County, 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 sum of
$1,445,000 on the maturity date specified above, with interest thereon from the date hereof at the annual
rate specified above, payable February 1 and August 1 in each year, commencing August 1,2008, to the
person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not
a business day) of the immediately preceding month. 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, Minneapolis, Minnesota, as Bond Registrar,
Paying Agent, Transfer Agent and Authenticating Agent, 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.
The City may elect on February 1, 2016, and on any day thereafter to prepay Bonds due on or
after February 1,2017. Redemption may be in whole or in part and if in part, at the option of the City and
in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption,
the City will notify Depository Trust Company ("DTC>>) of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2010, February 1, 2012, February 1, 2016, and
February 1, 2018, are subject to mandatory sinking fund redemption and shall be redeemed in part at par
plus accrued interest on February 1 of the following years and in the principal amounts as follows:
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Bonds Maturing February 1,2010
Year Amount Year Amount
2009 $120,000 2010* $140,000
* Maturity
, Bonds Maturing February 1,2012
Year Amount Year Amount
2011 $145,000 2012* $145,000
* Maturity
Bonds Maturing February 1,2016
Year Amount Year Amount
2013 $140,000 2015 $150,000
2014 145,000 2016* 150,000
* Maturity
Bonds Maturing February 1,2018
Year Amount Year Amount
2017 $155,000 2018* $155,000
* Maturity
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of interest expense for financial institutions and within
the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $1,445,000 all of like original
issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued
pursuant to a resolution adopted by the City Council on August 21, 2007 (the "Resolution"), for the
purpose of providing money to defray the expenses incurred and to be incurred in making local
improvements, pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Chapter 429, and the principal hereof and interest hereon are
payable from special assessments against property specially benefited by local improvements and from ad
valorem taxes for the City's share of the cost of the improvements, as set forth in the Resolution to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of
the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to
levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments and taxes pledged, which additional taxes may be levied without limitation as to rate
or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000
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or any integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond 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 Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota, to be done, to exist,
to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid
and binding general obligation of the City in accordance with its terms, have been done, do exist, have
happened and have been performed as so required, and that the issuance of this Bond does not cause the
indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Shakopee, Scott County, Minnesota, by its City Council,
has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and
City Administrator and has caused this Bond to be dated as of the date set forth below.
Dated:
CITY OF SHAKOPEE, MINNESOTA
(Facsimile) (F acsimile)
City Administrator Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK, NATIONAL ASSOCIATION
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be
constructed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act. . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
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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
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP>>), the Stock Exchange Medallion Program ("SEMP>>), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program>> as may be determined by the Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
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PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ill #13-2555119
[End of Form of Bond]
3.02. Approving Legal Opinion. The City Administrator is directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.
Section 4. Payment: Security: Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the Improvement Bonds, Series
2007B Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of general taxes
hereinafter levied ("Taxes>>), and special assessments ("Assessments>>) levied or to be levied for the
Improvements described in Section 1.01 are hereby pledged to the Debt Service Fund. If a payment of
principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service
Fund to pay the same, the City Administrator is directed to pay such principal or interest from the general
fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of
Assessments and Taxes when collected. There is appropriated to the Debt Service Fund (i) capitalized
interest funded from Bond proceeds, if any, (ii) any amount over the minimum purchase price paid by the
Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03,
and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a), together with
any other funds appropriated for the Improvements and Assessments and Taxes collected during the
construction of the Improvements will be deposited in a separate construction fund (which may contain
separate accounts for each Improvement) (the "Construction Fund") to be used solely to defray expenses
of the Improvements and the payment of principal and interest on the Bonds prior to the completion and
payment of all costs of the Improvement. Any balance remaining in the Construction Fund after
completion of the Improvements m~y be used to pay the cost in whole or in part of any other
improvement instituted under the Act. When the Improvements are completed and the cost thereof paid,
the Construction Fund shall be closed and subsequent collections of Assessments and Taxes for the
Improvements will be deposited in the Debt Service Fund.
4.02. City Covenants. It is hereby determined that the Improvements will directly and
indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of
the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvements to be
promptly levied so that the first installment will be collectible not later than 2009 and will take all
steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized.
The City Council will cause to be taken with due diligence all further actions that are required for
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the construction of each Improvement financed wholly or partly from the proceeds of the Bonds,
and will take all further actions necessary for the final and valid levy of the Assessments and the
appropriation of any other funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and Taxes,
the City Council will levy additional ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing: receipts
and disbursements in connection with the Improvements, Assessments and Taxes levied therefor
and other funds appropriated for their payment, collections thereof and disbursements therefrom,
monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually and will
furnish copies of such audit reports to any interested person upon request.
4.03. Pledge of Tax Levy. It is determined that at least 20% of the cost of the Improvements
will be specially assessed against benefited properties. For the purpose of paying the principal of and
interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable
property in the City, which will be spread upon the tax rolls and collected with and as part of other
general taxes of the City. The taxes will be credited to the Debt Service Fund above provided and will be
in the years and amounts as shown in EXHIBIT B.
4.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby determined
that the estimated collections of Assessments and the foregoing Taxes will produce at least five percent in
excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax
levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the City
makes its annual tax levies the City Administrator may certify to the County Auditor of Scott County the
amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and
the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified.
4.05. County Auditor Certificate as to Registration. The City Administrator is authorized and
directed to file a certified copy of this resolution with the County Auditor of Scott County and to obtain
the certificate required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the facts within
their knowledge or as shown by the books and records in their custody and under their control, relating to
the validity and marketability of the Bonds, and such instruments, including any heretofore furnished,
may be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor and City Administrator are authorized
and directed to certify that they have examined the Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the
Official Statement is a complete and accurate representation of the facts and representations made therein
as of the date of the Official Statement.
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Section 6. Tax Covenant.
6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the "Code>>), and the Treasury Regulations promulgated thereunder, in effect
at the time of such actions, and that it will take or cause its officers, employees or agents to take, all
affirmative action within its power that may be necessary to ensure that such interest will not become
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
6.02. No Rebate Required. (a) The City will comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the interest on the Bonds under
Section 103 of the Code, including without limitation requirements relating to temporary periods for
investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate
of excess investment earnings to the United States, if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 2007) exceed the small-issuer exception amount of
$5,000,000.
(b) For purposes of qualifying for the small-issuer exception to the federal arbitrage rebate
requirements, the City finds, determines and declares that the aggregate face amount of all tax-exempt
bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City)
during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000,
within the meaning of Section 148(f)(4)(D) ofthe Code.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds>> within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-
exempt obligations>> within the meaning of Section 265(b )(3) of the Code, the City makes the following
factual statements and representations:
(a) the Bonds are not "private activity bonds>> as defined in Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations>> for
purposes of Section 265(b )(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than any
private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City
(and all subordinate entities of the City) during calendar year 2007 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2007 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
14
Section 7. Book-Entry System: Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New
York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding
Bonds will be registered in the registration books kept by the Bond Registrar in the name of Cede & Co.,
as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (Participants) or to any
other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to
any responsibility or obligation with respect to (i) the accuracy of the records ofDTC, Cede & Co. or any
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
other person (other than a registered owner of Bonds, as shown by the registration books kept by the
Bond Registrar,) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the
payment to any Participant or any other person, other than a registered owner of Bonds, of any amount
with respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar and
the Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the
purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of
registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all
principal of, premium, if any, and interest on the Bonds only to or on the order ofthe respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments will be
valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No
person other than a registered owner of Bonds, as shown in the registration books kept by the Bond
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by
DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a
new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC;
and upon receipt of such a notice, the City Administrator will promptly deliver a copy of the same to the
Bond Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations ("Representation Letter") which shall govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation letter with respect to the Bond Registrar
and Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds
that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue,
transfer and exchange Bond certificates as requested by DTC. and any other registered owners in
accordance with the provisions of this Resolution. DTC may determine to discontinue providing its
services with respect to the Bonds at any time by giving notice to the City and discharging its
IS
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the Bond Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will
be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth
in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to
comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect
to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the City to comply with its
obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended
from time to time in accordance with the terms thereof.
Section 9. Pledges, Covenants, and Other Rights to Cease. When all Bonds and all interest
thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by
this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the
City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force
and effect. The City may discharge all 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. 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 to the date of such deposit.
(The remainder of this page is intentionally left blank.)
16
The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
17
STATE OF MINNESOTA )
)
COUNTY OF SCOTT ) SS.
)
CITY OF SHAKOPEE )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Shakopee, Scott
County, Minnesota (the "City>>), do hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a regular meeting of the City Council of the City held on August 21, 2007,
with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes
insofar as they relate to the issuance and sale of $1,445,000 General Obligation Improvement Bonds,
Series 2007B, ofthe City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 21 st day
of August, 2007.
City Clerk
Shakopee,Minnesota
(SEAL)
Springsted Incorporated
380 Jackson Street, Suite 300
B Springsted Saint Paul, MN 55101-2887
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@springsted.com
www.springsted.com
$1,445,000
CITY OF SHAKOPEE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2007B
(BOOK ENTRY ONL Y)
AWARD: WELLS FARGO BROKERAGE SERVICES, LLC
SALE: AUGUST 21, 2007 Moody's Rating: Aa3
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
WELLS FARGO BROKERAGE 4.00% 2009-2018 $1,445,728.00 $350,555.33 3.9847%
SERVICES, LLC
UMB BANK, N.A. 3.75% 2009 $1,437,991.75 $353,800.75 4.0324%
3.80% 2010-2011
3.85% 2012
3.90% 2013-2014
3.95% 2015
4.00% 2016-2017
4.05% 2018
STIFEL, NICOLAUS & CO., INC. 4.00% 2009-2018 $1,438,490.55 $357,792.78 4.0807%
CRONIN & COMPANY, INCORPORATED 4.00% 2009-2016 $1,440,443.95 $359,682.09 4.0963%
UBS SECURITIES, LLC 4.125% 2017-2018
NORTHLAND SECURITIES 4.00% 2009-2015 $1,438,504.70 $360,754.26 4.1129%
D.A. DAVIDSON & CO. 4.05% 2016-2017
4.10% 2018
(Continued)
Public Sector Advisors
-..--------------..---..--------------..-----------------------------------------..-------------------------...------------------..---...---..-----------------------------
REOFFERING SCHEDULE OF THE PURCHASER
~ ~ . Yield
4.00% 2009 3.75%
4.00% 2010 3.75%
4.00% 2011 3.80%
4.00% 2012 3.80%
4.00% 2013 3.97%
4.00% 2014 3.97%
4.00% 2015 3.97%
4.00% 2016 NRO
4.00% 2017 4.00%
4.00% 2018 4.00%.
881: 4.74%
Average Maturity: 6.078 Years
EXHmIT B
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2009 $ 91,083
2010 93,946
2011 97,305
2012 95,204
2013 87,854
2014 91,213
2015 94,363
2016 92,052
2017 94,992
2018 92,471
* Year tax levy collected
SH155-189 (JAE)
314344v3
B-1