HomeMy WebLinkAbout11/26/1996 TENTATIVE AGENDA
CITY COUNCIL
SHAKOPEE, MINNESOTA
SPECIAL MEETING NOVEMBER 26, 1996
LOCATION: City Hall, 129 Holmes Street South
Mayor Jeff Henderson presiding
1] Roll Call at 5:00 P.M.
2] Awarding Sale of 1996A Improvement Bonds
3] Other business
4] Adjourn
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SHAKOPEE
November 21, 1996
Shakopee City Council
129 Holmes Street South
Shakopee, MN 55379
Dear Councilmembers:
Mayor Henderson has notified me,Judith S. Cox, City Clerk of the City of Shakopee,that a
special session of the City Council will be held on Tuesday,November 26, 1996 at 5:00 p.m.
This would be for the purpose of taking actions on the following matters:
1) Awarding bids on the 1996A General Obligation Improvement Funds.
2) Any other business which may come before the City Council.
Sincerely,
j ()6
J th S. Cox
ty Clerk
JSC:trw
COMMUNITY PRIDE SINCE 1857
129 Holmes Street South• Shakopee,Minnesota• 55379-1351 • 612-445-3650 • FAX 612-445-6718
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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 1996A Improvement Bonds
DATE: November 1, 1996
Introduction
Council action is needed award the sale of improvement bonds
for 1996 .
Background
Attached is a sample resolution prepared by bond counsel
which awards the sale of improvement bonds for 1996 . This
is a routine event . The bonds being sold will finance the
1996 Reconstruction, Sarazin & 17th Ave and Valley Green
13th projects.
The resolution needs to be adopted at the November 26th
Council meeting. It is expected that the actual resolution
will be brought to the meeting by Springsted.
Action
Offer Resolution No. 4580 A Resolution Authorizing Issuance,
Awarding Sale, Prescribing the Form and Details and
Providing for the Payment of $2, 555, 000 General Obligation
Improvement Bonds, Series 1996A, and move its adoption.
Gregg Voxland
Finance Director
I:\finance\docs\gregg\96bonds
r
CERTIFICATION OF MINUTES RELATING TO
$2,555,000 GENERAL OBLIGATION IMPROVEMENT BONDS,
SERIES 1996A
Issuer: City of Shakopee, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A meeting
held on Tuesday, November 26, 1995 at 5:00 o'clock P.M., at
the City Hall.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO.
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND LJETAILS AND PROVIDING
FOR THE PAYMENT OF $2,555,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 1996A
I, 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 _ day of
November, 1996.
Judith Cox
City Clerk
Pursuant to authorization conferred by Resolution No.
Springsted Incorporated presented _proposals solicited"and negotiated by it for the
purchase of $2,555,000 General Obligation Improvement Bonds, Series 1996A of the
City. The terms of the proposals were as follows:
Bid for Interest Total Interest Cost
Name of Bidder Prinicpal Rates - Net Average Rate
Councilmember then introduced the
following resolution and moved its adoption:
RESOLUTION NO.
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING
FOR THE PAYMENT OF $2,555,000 GENERAL OBLIGATION
IMPROVEMENT BONDS, SERIES 1996A
BE IT RESOLVED by the City Council of the City of Shakopee,
Minnesota, as follows:
Section 1. Authorization and Sale.
1.01. Authorization of Bonds. This Council, by its Resolution No.
adopted on October 15, 1996, has determined that is necessary for the City to sell and
issue its General Obligation Improvement Bonds, Series 1996A in the aggregate
principal amount of $2,555,000 (the Bonds) to finance the cost of the local
improvements designated in said Resolution (the Improvements). Resolution
No. is incorporated herein by reference.
1.02. Proposals Received. The City has received proposals for the
purchase of the Bonds, and does hereby find and determine that the most favorable
proposal received is that of , of
, and associates (the "Underwriter"), to
purchase the Bonds at a price of$ plus accrued interest on all Bonds
to the day of delivery and payment, on the further terms and conditions hereinafter
set forth.
1.03. Sale of Bonds. The sale of the Bonds is hereby awarded to the
Underwriter, and the Mayor and City Clerk are hereby authorized and directed on
behalf of the City to execute a contract for the sale of the Bonds in accordance with
the terms of said bid. The good faith check of the successful bidder shall be retained
and deposited by the Finance Director. The good faith checks of other bidders,shall
be returned to them forthwith.
Section 2. Bond Terms; Registration; Execution and Delivery. Subject
to the provisions of Section 2.08:
2.01. Maturities; Interest Rates; Denominations; Payment. The Bonds
shall be designated General Obligation Improvement Bonds, Series 1996A, shall be
originally dated as of December 1, 1996, shall be in the denomination of $5,000 each,
or any integral multiple thereof, shall mature on February 1 in the respective years
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and amounts stated below, and shall bear interest from date of issue 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
1999 $305,000 2004 $175,000
2000 325,000 2005 175,000
2001 375,000 2006 175,000
2002 375,000 2007 175,000
2003 325,000 2008 150,000
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.
2.02. Dates; Interest Payment Dates. Each Bond shall be authenticated
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 such Bond shall be dated, as of the date of
authentication, or (ii) if the date of authentication is prior to August 1, 1997, such
Bond shall be dated as of December 1, 1996. The interest on the Bonds shall be
payable on February 1 and August 1 in each year, commencing August 1, 1997, 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:
(a) Register. 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
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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 cancelled 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,
the Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any 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
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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 cancelled 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.
2.04. Appointment of Registrar and Paying Agent. The City hereby
appoints
Minnesota, as the initial Registrar and Paying Agent for the Bonds, which, together
with any successor entity is sometimes referred to herein as the Registrar or the
Registrar and Paying Agent. The Mayor and the City Clerk are authorized to execute
and deliver, on behalf of the City, a contract with said 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 the 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
and shall deliver the bond register to the successor Registrar.
2.05. Redemption. Bonds maturing in the years 1999 through 2005
shall not be subject to redemption prior to maturity, but Bonds maturing in the
years 2006 through 2008 shall be subject to redemption and prepayment at the option
of the City, in whole or in part, in such order as the City shall determine and by lot
as to Bonds having the same maturity date, on February 1, 2005 and on any date
thereafter (whether or not an interest payment date), at a price equal to the principal
amount thereof and accrued interest to the date of redemption. Prior to the date set
for redemption of any Bond prior to its stated maturity date, the Clerk shall cause
notice of the call for redemption thereof to be published as required by law and, at
least twenty (20) days prior to the designated redemption date, shall cause notice of
the call to be mailed to the registered holders of any Bonds to be redeemed at their
addresses as they appear on the bond register described in Section 2.03 hereof.
2.06. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the City Clerk and shall be executed on behalf of the
City by the signatures of the Mayor and the City Clerk, 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
had remained in office until delivery. Notwithstanding such execution, no Bond
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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 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 Clerk shall deliver the same to the purchaser thereof upon payment of the
purchase price in accordance with the contract of sale heretofore made and executed,
and said 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 following form:
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[Face of the Bonds]
UNITED STATES OF AMERICA
R-_ STATE OF MINNESOTA $
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION IMPROVEMENT BOND,
SERIES 1996A
Interest Maturity Date of
Rate Date Original Issue CUSIP
February 1, December 1, 1996
Registered Owner:
Principal Amount: Dollars
KNOW ALL PERSONS BY THESE PRESENTS that the City of
Shakopee, a duly organized and existing municipal corporation of Scott 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 hereof at the annual rate specified above, payable on
February 1 and August 1 in each year, commencing August 1, 1997, 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 the redemption of the
principal of this Bond before maturity. The interest hereon and, upon presentation
and surrender of this Bond, the principal hereof, are payable in lawful money of the
United States of America by check or draft issued by , in
, Minnesota, Bond Registrar and Paying Agent (the Registrar),
or its designated successor under the Resolution described herein, or in a manner
otherwise agreed with any nationally recognized securities depository which is the
registered owner at any time. For the prompt and full payment of such principal
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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.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth in this place.
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 Shakopee, Scott County,
Minnesota, by its City Council, has caused this Bond to be executed on its behalf by
the printed facsimile signatures of the Mayor and City Clerk, and has caused this
Bond to be dated as of the Date of Original Issue set forth above.
CITY OF SHAKOPEE, MINNESOTA
(facsimile)
Mayor
Attest: (facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
Date of Authentication: Registrar
By:
Authorized Representative
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[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$2,555,000, all of like date and tenor, except as to maturity date, interest rate,
denomination and redemption privilege, issued pursuant to a resolution adopted by
the City Council on November 26, 1996 (the Resolution), for the purpose of
financing the cost of local improvements in the City, and is issued pursuant to and
in full conformity with the constitution and laws of the State of Minnesota
thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds
of this series are issuable only as fully registered Bonds, in denominations of $5,000
or any multiple thereof, of single maturities. In the Resolution the City Council
determined that in calendar year 1996 the City does not expect to issue tax-exempt
obligations in an aggregate principal amount greater than $10,000,000 (exclusive of
"private activity bonds"), and designated the Bonds as "qualified tax exempt
obligations" within the meaning of Section 265 of the Internal Revenue Code of
1986.
Bonds of this issue maturing in 2005 and earlier years are payable on
their respective stated maturity dates without option of prior payment, but Bonds
having stated maturity dates in 2006 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, 2005 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. 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 as required by law, and, at least 20 days prior to the designated redemption
date, will cause notice of the call to be mailed 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. Upon partial redemption of any Bond, a new Bond or Bonds will be
delivered to the owner without charge, representing the principal amount
remaining outstanding.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Registrar, by the registered owner hereof in person or by the owner's
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Registrar, duly executed by the registered
owner or the owner's attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
owner, of the same aggregate principal amount, bearing interest at the same rate and
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maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof, whether this Bond is
overdue or not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the constitution and the 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 covenanted and agreed to levy special assessments upon property
specially benefited by the local improvements financed by the Bonds, and has levied
ad valorem taxes on all taxable property in the City, which special assessments and
taxes will be collectible for the years and in amounts sufficient to produce sums not
less than 5% in excess of the principal of and interest on the Bonds of this issue
when due, and has appropriated such special assessmentsand taxes to the payment
of such principal and interest; that if necessary for 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; and that the issuance
of this Bond does not cause the indebtedness of the City to exceed any consitutional
or statutory limitation of indebtedness.
(Form of certificate to be printed on the reverse side of
each Bond, following a full copy of the legal opinion)
We certify that the above is a full, true and correct copy of the legal
opinion rendered by bond counsel on the issue of Bonds of the City of Shakopee,
Minnesota, which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Clerk Mayor
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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)
TEN ENT -- as tenants under Uniform Transfers to Minors
by entireties
JT TEN -- as joint tenants Act
with right of (State)
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 does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept
for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to
this assignment must correspond with
the name as it appears upon the face of
the within Bond in every particular,
without alteration or enlargement or
any change whatever.
Signature Guaranteed:
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Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges.
The 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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2.08. Use of Securities Depository; Book-Entry Only System. 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
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.
(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
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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 Owners 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 (d) above.
(h) The City Administrator-Clerk is authorized to enter into a Blanket
Issuer Letter of Representations with DTC, in the form attached hereto as Exhibit A.
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Section 3. Use of Proceeds; Series 1996A Improvement Bond
Construction Fund. There is hereby created on the official books and records of the
City, a special fund to be designated as the "Series 1996A Improvement Bond
Construction Fund" (hereinafter referred to as the Construction Fund), to be held
and administered by the Finance Director separate and apart from all other funds of
the City. The City appropriates to the Construction fund (a) the proceeds of the sale
of the Bonds, less the amount required by Section 4 hereof to be deposited in the
Series 1996A Improvement Bond Account therein created, and (b) all collections of
special assessments levied for the Improvements until completion and payment of
all costs of the Improvements. The Construction Fund shall be used solely to defray
expenses of the Improvements, including but not limited to the transfer to the Bond
Account created in Section 4 hereof, of amounts sufficient for the payment of
interest due upon the Bonds prior to the completion and payment of all costs of the
Improvements and the payment of the expenses incurred by the City in connection
with the issuance of the Bonds. Upon completion and payment of all costs of the
Improvements, any balance of the proceeds of the Bonds remaining in the
Construction Fund may be used to pay the cost, in whole or in part, of any other
local improvements instituted pursuant to the Minnesota Statutes, Chapter 429, as
directed by the City Council,but any balance of such proceeds not so used and any
remaining special assessments shall be credited and paid to the Bond Account.
Section 4. Series 1996A Improvement Bond Account. So long as any of
the Bonds are outstanding and any principal of or interest thereon unpaid, the
Finance Director shall maintain a separate debt service account on the official books
and records of the City to be known as the Series 1996A Improvement Bond
Account (hereinafter referred to as the Bond Account), and the principal of and
interest on the Bonds shall be payable primarily from the Bond Account. The City
irrevocably appropriates to the Bond Account (a) unused discount and accrued
interest, which shall be used to pay interest accruing on the Bonds through
August 1, 1997; (b) all collections of special assessments levied with respect to the
Improvements as provided in Section 5, from and after completion and payment of
all costs of the Improvements; (c) all ad valorem taxes levied in accordance with this
resolution; and (d) all such other moneys as shall be received and appropriated to
the Bond Account from time to time. If the balance in the Bond Account is at any
time insufficient to pay all interest and principal then due on all 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 Bond Account when the
balance therein is sufficient, and the Council covenants and agrees that it will each
year levy an amount sufficient to take care of any accumulated or anticipated
deficiency, which levy is not subject to any constitutional or statutory tax limitation.
Section 5. Special Assessments. The City hereby covenants and agrees
that, for the payment of the cost of improvements permanently financed by the
Bonds the City has done or will do and perform all acts and things necessary for the
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final and valid levy of special assessments in an amount not less than 20% of the
cost of each of the Improvements permanently financed by the Bonds; and that the
City will levy assessments in the estimated aggregate principal amount of $2,138,336.
The principal of said assessments is payable over a fifteen year period, with interest
on unpaid installments thereof from time to time at the estimated rate of % per
annum. It is presently estimated that the principal and interest on such special
assessments will be collected in the years and amounts as follows:
Collection Collection
Year Amount Year Amount
1997 2003
1998 2004
1999 2005
2000 2006
2001 2007
2002
In the event that any such assessment shall at any time be held invalid with respect
to any lot or tract of land, due to any error, defect or irregularity in any action or
proceeding taken or to be taken by the City or by this Council or by any of the officers
or employees of the City, either in the making of such assessment or in the
performance of any condition precedent thereto, the City hereby covenants and
agrees that it will forthwith do all such further things and take all such further
proceedings as shall be required by law to make such assessment a valid and binding
lien upon said property.
Section 6. Pledge of Taxing Powers. For the prompt and full payment
of the principal of and interest on the Bonds when due, the full faith and credit and
unlimited taxing powers of the City shall be and are hereby irrevocably pledged. In
order to produce sums which, together with Bond proceeds and special assessment
collections appropriated to the payment of the Bonds, will be not less than 5% in
excess of the amounts needed to pay the principal of and interest on the Bonds
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when due, there is hereby levied on all taxable property in the City, a direct,
irrepealable ad valorem tax, for the years and in the amounts as follows:
Levy Collection Levy Collection
Year Year Amount Year Year Amount
1996 1997 2002 2003
1997 1998 2003 2004
1998 1999 2004 2005
1999 2000 2005 2006
2000 2001 2006 2007
2001 2002
The collections of such tax levy shall be deposited in the Series 1996A Bond
Account. The City reserves the right to reduce or cancel such tax levy in accordance
with Minnesota Statutes, Section 475.61.
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 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. Registration of Bonds and Tax Levy. The Clerk is hereby
authorized and directed to file a certified copy of this resolution with the County
Auditor of Scott County, together with such additional information as they shall
require, and to obtain from said County Auditor a certificate that the Bonds have
been duly entered upon his bond register and that the tax required for the payment
thereof has been levied.
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Section 9. Official Statement; Continuing Disclosure.
9.01 Official Statement. The Official Statement relating to the Bonds
dated September 20, 1995, and the Official Statement Addendum dated November
, 1995 (together the "Official Statement"), is a final official statement within the
meaning of Securities and Exchange Commission Regulation, 17 C.F.R. Section
240.15c2-12 ("Rule 15c2-12"). The initial purchasers of the Bonds designated in
Section 1 hereof (the "Initial Purchasers") are authorized and directed to distribute
the Official Statement to all persons to whom the bonds are reoffered.
9.02 Continuing Disclosure.
(a) General Undertaking. The City covenants and agrees with the
Owners from time to time of the Bonds to comply with Rule 15c2-12, paragraph
(b)(5) (as in effect and interpreted from time to time, "Rule 15c2-12"); and, for this
purpose, to provide to nationally recognized municipal securities information
repositories and any Minnesota state information depository, annual financial
information of the type included in the Official Statement, including audited
financial statements, and notice of the occurrence of certain specified events which
materially affect the terms, payment, security, rating or tax status of the Bonds, as set
forth in this Section. The City is the only "obligated person" in respect of the Bonds
within the meaning of Rule 15c2-12. As used in this Section 9.02, "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
thereof, if such owner provides to the Registrar evidence of such beneficial
ownership in form and substance reasonably satisfactory to the Registrar. As used in
this Section 9.02, "Beneficial Owner" means, in respect of a Bond, any person or
entity which 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 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 paragraph (c) hereof, either directly or indirectly through an agent
designated by the City Council, the following information (the Disclosure
Information) at the following times:
(1) Within one year after the end of each fiscal year,
commencing with the fiscal year ending December 31,
1996 (each a Reporting Date):
(A) the general purpose financial statements of the City
for the fiscal year ending on the previous
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December 31, prepared in accordance with generally
accepted accounting principles for governmental
entities as prescribed by the Government
Accounting Standards Board 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,
noting the variances therefrom and the effect
thereof, together with an independent auditor's
report and opinion thereon; provided, however,
that if audited financial statements are not available
by such date, the financial statements to be
delivered shall be unaudited, but the City
undertakes and agrees to provide, within 10 days
after the receipt thereof by the City, audited general
purpose financial statements of the City for such
fiscal year and the audit report and opinion of an
independent auditor relating thereto; and
(B) to the extent not included in the financial
statements referred to in clause (A) hereof, the
information for such fiscal year of the type
contained in the Official Statement under the
following headings or subheadings: Most Recent
Population Estimate; City Property Values; City
Indebtedness; City Tax Rates, Levies and
Collections; and Current General Fund Budget.
Any or all of the information may be incorporated by reference
from other documents, including official statements, which
have been submitted to each of the repositories referred to under
this paragraph (b) or the Securities and Exchange Commission.
If the document incorporated by reference is a final official
statement, it must be available from the Municipal Securities
Rulemaking Board. The City shall clearly identify in the
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
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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 9.02 is
amended as permitted by this Resolution, then the City is to
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 operation data provided.
(2) In a timely manner, notice of the occurrence of any of the
following events which is a Material Fact (as hereinafter
defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves
reflecting financial difficulties;
(D) Unscheduled draws on credit enhancements
reflecting financial difficulties;
(E) Substitution of credit or liquidity providers, or their
failure to perform;
(F) Adverse tax opinions or events affecting the tax-
exempt status of the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing
repayment of the securities;and
(K) Rating changes.
As used herein, a "Material Fact" is a fact as to which a
substantial likelihood exists that a reasonably prudent investor
would attach importance thereto in deciding to buy, hold or sell
a Bond or, if not disclosed, would significantly alter the total
information otherwise available to an investor from the Official
Statement, information disclosed hereunder or information
generally available to the public. Notwithstanding the foregoing
sentence, a "Material Fact" is also an event that would be
deemed "material" for purposes of the purchase, holding or sale
of a Bond within the meaning of applicable federal securities
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laws, as interpreted at the time of discovery of the occurrence of
the event.
(3) In a timely manner, notice of the occurrence of any of the
following events or conditions:
(A) the failure of the City to provide the
information required under subparagraph (1)
of this paragraph (b) at the time specified
thereunder;
(B) the amendment or supplementing of this
Section 9.02 pursuant to subsection (d),
together with a copy of such amendment or
supplement and any explanation provided by
the City under subsection (d)(2);
(C) the termination of the obligations of the City
under this Section 9.02 pursuant to
subsection (d);
(D) any change in the accounting principles pursuant to
which the financial statements constituting a
portion of the information required under
subparagraph (1) of this paragraph (b) are prepared;
and
(E) any change in the fiscal year of the City.
(c) Manner of Disclosure. The City agrees to make available the
information described in paragraph (b) to the following entities by telecopy,
overnight delivery, mail or other means, as appropriate:
(1) the information described in subparagraph (1) of
paragraph (b), to each then nationally recognized
municipal securities information repository under Rule
15c2-12 and to any State information depository then
designated or operated by the State of Minnesota as
contemplated by Rule 15c2-12 (the State Depository), if
any;
(2) the information described in subparagraphs (2) and (3) of
paragraph (b), to the Municipal Securities Rulemaking
Board and to the State Depository, if any; and
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(3) the information described in paragraph (b), to any rating
agency then maintaining a rating of the Bonds and, at the
expense of any bondholder, to any bondholder who
requests in writing such information at the time of
transmission under subparagraphs (1) or (2) of this
paragraph (c), as the case may be, or, if such information is
transmitted with a subsequent time of release, at the time
such information is to be released.
(d) Term; Amendments; Interpretation. (1) The covenants of the City
in this Section 9.02 shall remain in effect so long as any Bonds are outstanding.
Notwithstanding the preceding sentence, however, the obligations of the City under
this Section 9.02 shall terminate and be without further effect as of any date on
which the City delivers to the Registrar an opinion of bond counsel to the effect that,
because of legislative action or final judicial or administrative actions or
proceedings, the failure of the City to comply with the requirements of this Section
9.02 will not cause participating underwriters in the primary offering of the Bonds to
be in violation of the Rule 15c2-12 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 9.02 (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 subparagraph (3) of paragraph (c)) or the
consent of the Owners of any Bonds, by resolution of the City Council 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: (A)
such amendment or supplement (i) 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 type of operations conducted by the City, or (ii) is
required by, or better complies with, the provisions of paragraph (b)(5) of Rule
15c2-12; (B) this Section 9.02 as so amended or supplemented would have complied
with the requirements of paragraph (B)(5) of Rule 15c2-12 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 Rule 15c2-12 is in effect and interpreted at the time of
the amendment or supplement was in effect at the time of the primary offering; and
(C) such amendment or supplement does not materially impair the interests of the
Owners under Rule 15c2-12.
If the Disclosure Information is so amended, the City agrees to provide,
contemporaneously with the effectiveness of such amendment, an explanation of
the reasons for the amendment and the effect, if any, of the change in the type of
financial information or operating data being provided hereunder.
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(3) This Section 9.02 is entered into to comply with the continuing
disclosure provisions of Rule 15c2-12 and should be construed so as to satisfy the
requirements of Rule 15c2-12.
(e) Failure to Comply; Remedies. If the City fails to comply with any
provision of this Section 9.02 any person aggrieved thereby, including the Owner of
any outstanding Bond, 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 9.02. Direct, indirect, consequential and
punitive damages shall not be recoverable for any default hereunder.
Notwithstanding anything to the contrary contained herein, in no event shall a
default under this Section 9.02 constitute a default with respect to the Bonds or
under any other provision of this Resolution.
(f) Further Limitation of Liability of City. If and to the extent the
limitations of liability contained in subsection (e) are not effective, anything
contained in this Section 9.02 to the contrary notwithstanding, in making the
agreements, provisions and covenants set forth in this Section 9.02, the City has not
obligated itself except with respect to the specific pledge for payment of the Bonds.
None of the agreements or obligations of the City contained herein shall be
construed to constitute an indebtedness of the City within the meaning of any
constitutional or statutory provisions whatsoever or constitute a pledge of the full
faith and credit or taxing powers of the City.
Section 10. Tax Covenant; Arbitrage. (a) The City covenants and
agrees with the holders from time to time of the Bonds herein authorized, 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
the regulations issued thereunder, in effect at the time of such action, and that it
will take, or it will cause its officers, employees or agents to take, all affirmative
actions within its powers which may be necessary to insure 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.
(b) The Mayor and the City Clerk 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
order to satisfy the provisions or Section of the Code regulations promulgated
thereunder relating to arbitrage bonds and other tax matters.
Section 11. Qualified Tax-Exempt Obligations. This Council hereby
determines and declares that the City does not reasonably expect to issue in calendar
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year 1996 tax-exempt obligations in an aggregate principal amount greater than
$10,000,000 (exclusive of "private activity bonds"). This Council hereby specifically
designates the Bonds as "qualified tax-exempt obligations" within the meaning of
Section 265 of the Code, and covenants that it will not in any event designate in
calendar year 1996 more than $10,000,000 of its obligations as such "qualified tax-
exempt obligations."
Section 12. Authentication of Transcript. The officers of the City and
said County Auditor are hereby authorized and directed to prepare and furnish to
the purchasers of the Bonds, and to the attorneys rendering an opinion as to the
legality thereof, certified copies of all proceedings and records relating to the Bonds
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 in their custody and control or as otherwise known to
them, and all such certified copies, affidavits and certificates, including any
heretofore furnished, shall be deemed representations of the City as to the
correctness of all statements contained therein.
The motion for the adoption of the foregoing
resolution was duly seconded by Councilmember
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.
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85 E.SEVENTH PLACE,SUITE 100
SAINT PAUL,MN 55101-2143
612-223-3000 FAX:612-223-3002
SPRINGSTED
Public Finance Advisors
$2,555,000
CITY OF SHAKOPEE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996A
(BOOK ENTRY ONLY)
AWARD: PIPER JAFFRAY INC.
SALE: November 26, 1996 Moody's Rating: A
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
PIPER JAFFRAY INC. 4.10% 1999 $2,542,505.50 $689,236.58 4.6170%
4.20% 2000
4.35% 2001
4.45% 2002
4.50% 2003
4.60% 2004-2005
4.65% 2006
4.70% 2007
4.80% 2008
CRONIN &COMPANY, INCORPORATED 4.10% 1999 $2,537,379.75 $689,929.00 4.6276%
4.20% 2000
4.30% 2001
4.40% 2002
4.50% 2003-2005
4.65% 2006
4.70% 2007
4.80% 2008
JOHN G. KINNARD&COMPANY 4.05% 1999 $2,535,582.00 $691,844.25 4.6388%
INCORPORATED 4.15% 2000
United Bankers Bank 4.25% 2001
4.30% 2002
4.40% 2003
4.50% 2004
4.60% 2005
4.70% 2006
4.80% 2007
4.90% 2008
(Continued)
SAINT PAUL,MN MINNEAPOLIS,MN • BROOKFIELD,WI • OVERLAND PARK,KS • WASHINGTON,DC • IOWA CITY,IA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
NORWEST INVESTMENT SERVICES, INC. 4.05% 1999 $2,540,308.75 $692,959.17 4.6396%
FBS INVESTMENT SERVICES, INC. 4.15% 2000
Juran & Moody, Inc. 4.25% 2001
4.35% 2002
4.45% 2003
4.55% 2004
4.65% 2005
4.75% 2006
4.85% 2007
4.95% 2008
HARRIS TRUST&SAVINGS BANK 4.10% 1999 $2,536,350.15 $693,247.14 4.6480%
Commerce Investment Corporation 4.20% 2000
Josephthal, Lyon & Ross, Inc. 4.25% 2001
Sterne, Agee&Leach, Inc. 4.35% 2002
Wachovia Bank of North 4.40% 2003
Carolina, N.A. 4.50% 2004
4.625% 2005
4.70% 2006
4.80% 2007
4.90% 2008
DAIN BOSWORTH INCORPORATED 4.30% 1999-2002 $2,532,900.25 $695,991.63 4.6734%
4.40% 2003
4.50% 2004
4.60% 2005
4.625% 2006
4.75% 2007
4.875% 2008
FIRSTAR BANK MILWAUKEE, N.A. 4.10% 1999 $2,534,278.95 $698,340.22 4.6854%
4.20% 2000
4.30% 2001
4.40% 2002
4.45% 2003
4.55% 2004
4.60% 2005
4.70% 2006
4.80% 2007
4.90% 2008
PRUDENTIAL SECURITIES, INC. 4.25% 1999-2001 $2,529,501.10 $697,188.48 4.6864%
DEAN WITTER REYNOLDS 4.35% 2002
INCORPORATED 4.45% 2003
PAINEWEBBER INCORPORATED 4.50% 2004
OPPENHEIMER &CO., INC. 4.60% 2005-2006
4.70% 2007
4.80% 2008
GRIFFIN, KUBIK, STEPHENS& 4.40% 1999-2002 $2,535,400.00 $702,478.75 4.7169%
THOMPSON, INC. 4.50% 2003
4.60% 2004
4.70% 2005-2006
4.75% 2007-2008
(Continued)
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
ROBERT W. BAIRD&COMPANY, 4.20% 1999 $2,530,342.00 $708,094.25 4.7566%
INCORPORATED 4.25% 2000
4.35% 2001
4.40% 2002
4.50% 2003
4.60% 2004
4.70% 2005
4.75% 2006
4.80% 2007
4.90% 2008
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.10% 1999 Par
4.20% 2000 Par
4.35% 2001 Par
4.45% 2002 Par
4.50% 2003 Par
4.60% 2004 Par
4.60% 2005 4.65%
4.65% 2006 4.70%
4.70% 2007 4.80%
4.80% 2008 4.90%
BBI: 5.55%
Average Maturity: 5.85 Years