HomeMy WebLinkAbout5.A.1. Sale of Tax Abatement Bonds to Fund the Community Center/Ice Arena project - Res. No. 7663 11111116111 General Business 5. A. 1.
SHAKOt'E E
TO: Mayor and City Council
FROM: William H. Reynolds, City Administrator
DATE: 12/17/2015
SUBJECT: Sale of Tax Abatement Bonds to Fund the Community Center/Ice Arena
Project - Res. No. 7663
Action Sought
Approval of Resolution No. 7663 awarding the sale of general obligation tax
abatement bonds, Series 2016A, in the original aggregate principal amount of
$31,845,000; fixing their form and specifications; directing their execution and
delivery; and providing for their payment.
Background
On Jun 30th, 2015 Council directed staff to proceed with the necessary steps to
utilize tax abatement bonds to fund the proposed Community Center Project. On
September 22nd, a public hearing on the proposal to issue tax abatement bonds was
conducted with the subsequent approval of Resolution 7615 authorizing the use of
tax abatement bonds. On November 17th, Council authorized the issuance and sale
of general obligation tax abatement bonds, series 2016A, in the proposed aggregate
principal amount of$31,845,000, and set the sale of the bonds for December 17th,
2015 with a follow-on special council meeting on that date to award the sale of the
bonds. On December 17, a public hearing was conducted to qualify for a
501(c)(3) bond designation.
All required approvals, hearings and notices for the sale of the bonds have been
concluded.
Requested Action
Approval of Resolution No. 7663 awarding the sale of general obligation tax
abatement bonds, Series 2016A, in the original aggregate principal amount of
$31,845,000; fixing their form and specifications; directing their execution and
delivery; and providing for their payment.
Attachments: Resolution No. 7663
RESOLUTION NO.7663
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION TAX ABATEMENT BONDS, SERIES 2016A, IN
THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$31,845,000; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY; AND
PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED by the City Council (the "City Council") of the City of Shakopee, Scott
County,Minnesota(the"City"), as follows:
Section 1. Sale of Bonds.
1.01. Authorizations.
(a) On September 22, 2015, following a duly noticed public hearing, the City
Council adopted a resolution (the "Abatement Resolution") approving a property tax abatement
(the "Abatements") for certain property in the City (the "Abatement Parcels") over a period of
twenty(20) years, in an amount sufficient to pay the principal amount of and interest on bonds to
be issued to finance the construction and equipping of an expansion of the Community Center in
the City, including an expansion of the Shakopee Ice Arena, an aquatics center and related public
infrastructure (the "Project"), all pursuant to Minnesota Statutes, Sections 469.1812 through
469.1815,as amended(the"Abatement Act").
(b) Pursuant to a resolution adopted by the City Council on November 17, 2015, the
City authorized the sale of its General Obligation Tax Abatement Bonds, Series 2016A (the
"Bonds"), to finance the construction and equipping of the Project,pursuant to the Abatement Act
and Minnesota Statutes, Chapter 475,as amended(the"Municipal Debt Act").
(c) On the date hereof, the City Council conducted a duly noticed public hearing
with respect to the designation of the Bonds as "qualified 501(c)(3) bonds" pursuant to
Section 145 of the Internal Revenue Code of 1986, as amended(the "Code"), and the designation
of one or more nonprofit organizations from federal income taxation under Section 501(a) of the
Code, as a result of the application of Section 501(c)(3) of the Code, as qualified 501(c)(3) users
of the Project (collectively, the "Qualified Users"), including but not limited to the Shakopee
Valley Amateur Hockey Association, a Minnesota nonprofit corporation and organization
described in Section 501(c)(3) of the Code doing business as the Shakopee Youth Hockey
Association, and the Prior Lake/Savage Hockey Association, a Minnesota nonprofit corporation
and an organization described in Section 501(c)(3)of the Code.
(d) The City Council hereby approves the designation of the Bonds as
"qualified 501(c)(3) bonds"pursuant to Section 145 of the Code. Furthermore, the City Council
approves the designation of the Qualified Users as qualified 501(c)(3) users of the Project and
authorizes the City to enter into one or more long-term use agreements with each Qualified User
regarding the use of the Project.
1.02. Award to the Purchaser and Interest Rates. The proposal of (the
"Purchaser") to purchase the Bonds of the City is hereby found and determined to be a reasonable offer
and is hereby accepted,the proposal being to purchase the Bonds at a price of (par amount of
4724D8v1 JAE SH155-391 A-1
$31,845,000, [plus original issue premium of $ ,] [less original issue discount of
$ ,] less underwriter's discount of$ ),plus accrued interest to date of delivery,
if any, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2018 % 2028
2019 2029
2020 2030
2021 2031
2022 2032
2023 2033
2024 2034
2025 2035
2026 2036
2027
True interest cost:
1.03. Purchase Contract. The sum of $ , being the amount proposed by the
Purchaser in excess of $31,462,860, shall be credited to the Debt Service Fund hereinafter created or
deposited in the Construction Fund hereinafter created, as determined by the Finance Director of the City
in consultation with the City's municipal advisor. The Finance Director is directed to deposit the good
faith check or deposit of the Purchaser, pending completion of the sale of the Bonds, and to return the
good faith deposits 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 Abatement Act and the Municipal Debt Act (together, the "Act") in the total
principal amount of$31,845,000, originally dated January 21, 2016, 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
2018 $ 2028 $
2019 2029
2020 2030
2021 2031
2022 2032
2023 2033
2024 2034
2025 2035
2026 2036
2027
1.05. Optional Redemption. The City may elect on February 1,2025,and on any day thereafter to
prepay Bonds due on or after February 1,2026. 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
472408v1 JAE SH155-391 A-2
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. Mandatory Redemption; Term Bonds. To be completed if Term Bonds are requested by
the Purchaser.]
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, 2016, 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.
(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) Exchange 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
472408v1 JAE SH155-391 A-3
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.
(0 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 Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver any 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 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 U.S. Bank National Association,
Saint Paul, 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
472408v1 JAE 5H155-391 A-4
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 EXHIBIT B attached hereto,
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
form as attached hereto as EXHIBIT B.
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. The Bonds are payable from the General Obligation Tax Abatement
Bonds, Series 2016A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service
Fund shall be administered by the Finance Director as a bookkeeping account separate and apart from all
other funds maintained in the official financial records of the City. The Abatements for the Abatement
Parcels are hereby pledged to the Debt Service Fund. There is appropriated to the Debt Service Fund
(i)capitalized interest financed from Bond proceeds, if any; and(ii) amounts over the minimum purchase
price of the Bonds paid by the Purchaser,to the extent designated for deposit in the Debt Service Fund in
accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Tax Abatement
Bonds, Series 2016A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, will be deposited in the Construction Fund to be used solely to
defray expenses of the Project described herein and in the Abatement Resolution(including costs of issuance
of the Bonds). When the Project is completed and the cost thereof paid,the Construction Fund is to be closed
and any funds remaining may be deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due,the full faith,credit and taxing powers of the City will be
and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
472408v1 JAE SH155-391 A-5
principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient
balance is available therein.
4.04. Debt Service Coverage. It is hereby determined that the estimated collection of
Abatements for the payment of principal of and interest on the Bonds will produce at least five percent
(5%)in excess of the amount needed to meet,when due,the principal and interest payments on the Bonds
and that no tax levy is needed at this time.
4.05. Registration of Resolution. The City Clerk is authorized and directed to file a certified
copy of this resolution with the County Auditor of Scott County, Minnesota and to obtain the certificate
required by Section 475.63 of the Act.
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, City Administrator, and Finance
Director 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.
5.03. Other Certificates. The Mayor, City Administrator, and Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, City Administrator,
and Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
Section 6. Tax Covenants.
6.01. Qualified 501(c)(3)Bonds. The City shall not take any action or authorize any action to
be taken in connection with the application or investment of the proceeds of the Bonds or any related
activity which would cause the Bonds to be deemed to be "private activity bonds,"within the meaning of
Section 141 of the Code, other than"qualified 501(c)(3)bonds"within the meaning of Section 145 of the
Code. The City shall not take any action or authorize any action to be taken in connection with the
application or investment of the proceeds of the Bonds or any related activity which would cause the
Bonds to be deemed to be "arbitrage bonds," within the meaning of Section 148 of the Code.
Furthermore, the City shall take all such actions as may be required under the Code to ensure that interest
on the Bonds is not and does not become includable in gross income for federal income tax purposes.
472408v1 JAE SH155-391 A-6
6.02. Costs of Issuance. No more than two percent (2%) of the proceeds of the Bonds will be
used for the costs of issuing the Bonds.
6.03. Rebate. 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.
6.04. Not Qualified Tax-Exempt Obligations. The Bonds are not designated as "qualified
tax-exempt obligations"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.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. The Depository Trust Company. 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 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the
registration books kept by the 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 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
Registrar in the name of Cede & Co., as nominee of DTC, the City, the 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 (the "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 of DTC, 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
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 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 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 of the respective registered owners, as shown in the
registration books kept by the 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 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 Registrar and Paying Agent.
472408v1 JAE SH155-391 A-7
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the"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
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 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
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the 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. 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.
8.02. 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.
Section 9. Defeasance. 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 fall 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.
472408v1 JAE SH155-391 A-8
EXHIBIT A
PROPOSALS
472408v1 JAE SH155-391 A-9
EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION TAX ABATEMENT BOND
SERIES 2016A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 January 21,2016
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
$ 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 1,2016,
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 U.S. Bank National Association, Saint Paul, 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 1,2025, and on any day thereafter to prepay Bonds due on or after
February 1,2026. 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 The 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.
This Bond is one of an issue in the aggregate principal amount of$31,845,000 all of like original
issue date and tenor, except as to number, maturity date, interest rate, and redemption privilege, all issued
pursuant to a resolution adopted by the City Council on December 17, 2015 (the "Resolution"), for the
purpose of providing money to defray the expenses incurred and to be incurred in financing the
construction of public infrastructure in the City, pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and
Minnesota Statutes, Sections 469.1812 through 469.1815, as amended. The principal hereof and interest
472408v1 JAE SH 155-391
hereon are payable primarily from abatements collected from certain property in the City, 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 ad valorem taxes on all taxable property in the City in the event of any
deficiency in abatements pledged,which 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 or any integral
multiple thereof of single maturities.
This Bond is not a "qualified tax-exempt obligation"within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
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: January 21, 2016
CITY OF SHAKOPEE,MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator
472408v1 JAE SH155-391
Springsted Incorporated
380 Jackson Street, Suite 300
® Saint Paul,MN 55101-2887
Springsted
Tel: 651-223-3000
Fax: 651-223-3002
Email: advisors@springsted.com
www.springsted.com
$31,845,000(a)
CITY OF SHAKOPEE, MINNESOTA
GENERAL OBLIGATION TAX ABATEMENT BONDS,SERIES 2016A
(BOOK ENTRY ONLY)
AWARD: MORGAN STANLEY&CO. LLC
SALE: December 17, 2015 Moody's Rating: Aa1
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
MORGAN STANLEY&CO. LLC 5.00% 2018-2022 $34,246,642.77(b) $10,444,656.88(b) 2.6689%0)
2.00% 2023
5.00% 2024-2026
4.00% 2027
3.00% 2028-2035
3.125% 2036
WELLS FARGO BANK, 5.00% 2018-2025 $34,095,412.27 $10,461,973.15 2.6819%
NATIONAL ASSOCIATION 3.00% 2026-2034
3.125% 2035-2036
PIPER JAFFRAY & CO. 5.00% 2018-2020 $33,887,164.95 $10,742,747.20 2.7502%
2.00% 2021
5.00% 2022
2.00% 2023-2024
5.00% 2025
4.00% 2026-2030
3.00% 2031-2035
3.125% 2036
CITIGROUP GLOBAL MARKETS, INC. 5.00% 2018-2020 $33,506,108.31 $10,702,922.94 2.7592%
J.P. MORGAN SECURITIES LLC 2.00% 2021
SIEBERT BRANDFORD SHANK& CO., LLC 5.00% 2022
WILEY BROS. —AINTREE CAPITAL, LLC 2.00% 2023-2024
DREXEL HAMILTON 5.00% 2025
HILLTOP SECURITIES 4.00% 2026-2028
ROOSEVELT& CROSS, INC. 3.00% 2029-2034
FIFTH THIRD SECURITIES, INC. 3.125% 2035-2036
INTERCOASTAL CAPITAL
(a) Subsequent to bid opening, the issue size decreased from$31,845,000 to$29,500,000.
(b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to$31,651,293.92, $9,968,775.00 and
2.6884%, respectively.
Public Sector Advisors
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD &COMPANY, 2.00% 2018-2019 $32,994,525.31 $10,837,144.66 2.8061%
INCORPORATED 3.00% 2020-2022
C.L. KING&ASSOCIATES 2.00% 2023-2024
CRONIN & COMPANY, INC. 5.00% 2025
EDWARD D. JONES & COMPANY 4.00% 2026-2028
FIDELITY CAPITAL MARKETS SERVICES 3.00% 2029-2033
NORTHLAND SECURITIES, INC. 3.125% 2034-2036
WMJ CAPITAL
COASTAL SECURITIES L.P.
ROSS, SINCLAIRE &ASSOCIATES, LLC
CREWS &ASSOCIATES
DAVENPORT& COMPANY LLC
WEDBUSH SECURITIES INC.
LOOP CAPITAL MARKETS, LLC
DOUGHERTY& COMPANY LLC
OPPENHEIMER &CO. INC.
VINING-SPARKS IBG, LIMITED PARTNERSHIP
IFS SECURITIES
SIERRA PACIFIC SECURITIES
ALAMO CAPITAL
R. SEELAUS & COMPANY, INC.
WAYNE HUMMER INVESTMENTS LLC
SUMRIDGE PARTNERS
W.H. MELL ASSOCIATES
BERNARDI SECURITIES, INCORPORATED
FIRST EMPIRE SECURITIES
RBC CAPITAL MARKETS
COUNTRY CLUB BANK
RAFFERTY CAPITAL MARKETS
BANK OF AMERICA MERRILL LYNCH 5.00% 2018-2025 $34,078,609.24 $10,965,180.86 2.8135%
4.00% 2026-2027
3.00% 2028-2033
3.125% 2034
3.25% 2035-2036
JEFFERIES &COMPANY, INC. 5.00% 2018-2025 $34,032,778.46 $10,960,825.88 2.8157%
RAYMOND JAMES &ASSOCIATES, INC. 4.00% 2026-2027
FTN FINANCIAL CAPITAL MARKETS 3.00% 2028-2033
RAMIREZ&CO. 3.125% 2034-2035
3.25% 2036
HUTCHINSON, SHOCKEY, ERLEY& CO. 5.00% 2018-2020 $33,540,087.66 $11,004,797.48 2.8343%
2.00% 2021
5.00% 2022
2.00% 2023-2024
5.00% 2025
4.00% 2026-2029
3.00% 2030-2032
3.10% 2033-2034
3.15% 2035
3.20% 2036
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PNC CAPITAL MARKETS 4.00% 2018-2020 $34,695,337.51 $11,874,388.88 2.9614%
2.00% 2021
5.00% 2022
2.00% 2023-2024
5.00% 2025
4.00% 2026-2036
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
5.00% 2018 0.80%
5.00% 2019 1.05%
5.00% 2020 1.20%
5.00% 2021 1.35%
5.00% 2022 1.55%
2.00% 2023 1.70%
5.00% 2024 1.85%
5.00% 2025 1.95%
5.00% 2026 2.00%
4.00% 2027 2.05%
3.00% 2028 2.50%
3.00% 2029 2.60%
3.00% 2030 2.75%
3.00% 2031 2.90%
3.00% 2032 Par
3.00% 2033 3.05%
3.00% 2034 3.10%
3.00% 2035 3.14%
3.125% 2036 3.20%
BBI: 3.57%
Average Maturity: 11.845 Years