HomeMy WebLinkAbout10.A. 2004A Improvement Bonds and 2004B Refunding Bonds-Res. No. 6036 and 6037
CITY OF SHAKOPEE /D. A ·
Memorandum
TO: Mayor and Council
Mark McNeill, City Administrator
FROM: Gregg Voxland, Finance Director
SUBJ: Awarding Sale of 2004A Improvement Bonds And 2004B
Refunding Bonds
DATE: April 1, 2004
Introduction
Council action is needed to award the sale of improvement
bonds for 2004A and 2004B Refunding Bonds.
Background
The attached resolution was prepared by bond counsel to
award the sale of improvement bonds series 2004A. This is a
routine event. The bonds being sold will finance the West
Dean Lake, Valley View/Greenfield, and Veirling DrivelCR 15
East projects.
The second resolution attached awards the sale of the 2004B
refunding bonds for the fire station.
The resolutions need to be adopted at the April 6th Council
meeting to complete the bond sale. It is expected that
Springsted will bring completed resolutions to the council
meeting.
Springsted will make the presentation to Council of the
results of the sale.
Action
Offer Resolution No. 6036 A Resolution Awarding The Sale Of
$4,225,000 General Obligation Improvement Bonds Series
2004A, Fixing Their Form and Specifications; Directing Their
Execution And Delivery; and Providing For Their Payment, and
move its adoption.
Offer Resolution No. 6037 A Resolution Awarding The Sale Of
$2,280,000 General Obligation Building Refunding Bonds
Series 2004B, Fixing Their Form and Specifications;
Directing Their Execution And Delivery; Providing For Their
Payment, Providing For The Escrowing And Investment Of The
;----
Proceeds Thereof; And Providing For The Redemption Of Bonds
Refunded Thereby, and move its adoption.
JJ~
Gregg oxland
Finance Director
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Extract of Minutes of Meeting
of the City Council of the City of
Shakopee, Scott County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Shakopee, Minnesota, was duly held in the City Hall in said City on Tuesday, April 6, 2004,
commencing at 7:00 o'clock P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the. next order of business was consideration of the proposals
which had been received for the purchase of the City's $4,225,000 General Obligation
Improvement Bonds, Series 2004A.
The City Administrator presented a tabulation of the proposals that had been received in
the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached.
After due consideration of the proposals, Member then
introduced the following resolution, and moved its adoption:
RESOLUTION NO. 6036
A RESOLUTION AWARDING THE SALE OF $4,225,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2004A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
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BE ITRESOL VED By the City Council of the City of Shakopee, Scott County,
Milmesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of (Purchaser) to
purchase $4,225,000 General Obligation Improvement Bonds, Series 2004A (Bonds) of the City
described in the Terms of Proposal thereof 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
$ plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2006 2016
2007 2017
2008 2018
2009 2019
2010 2020
2011 2021
2012 2022
2013 2023
2014 2024
2015 2025
Tme interest cost:
1.02. The sum of $ being the amount proposed by the Purchaser in excess
of $4,191,200 will be credited to the Debt Service Fund hereinafter created. The City Finance
Director is directed to retain the good faith check of the Purchaser, pending completion of the
sale of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith.
The Mayor and City Administrator are directed to execute a contract with the Purchaser on
behalfofthe City.
1.03. The City will forthwith issue and sell the Bonds pursuantto Minnesota Statutes,
Chapter 429 (Act) in the total principal amount of $4,225,000, originally dated May 1, 2004, 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:
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Year Amount Year Amount
2006 $185,000 2016 $95,000
2007 510,000 2017 95,000
2008 495,000 2018 95,000
2009 480,000 2019 95,000
2010 420,000 2020 90,000
2011 185,000 2021 90,000
2012 285,000 2022 90,000
2013 280,000 2023 90,000
2014 275,000 2024 90,000
2015 195,000 2025 85,000
1.04. Optional Redemption. The City may elect on February 1, 2014, and on any day
thereafter to prepay Bonds due on or after February 1,2015. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
1.05. 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 February 1,
2005, 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 (Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
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(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 requested transfer is legally authorized. . The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor i:n exchange and substitution for and upon cancellation
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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 cOlmection
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, St. 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 Finance Director
must transmit to the Registrar monies sufficient for the payment of all principal and interestthen
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not
be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an auth9rized representative, of the Registrar. Certificates of authentication on
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different Bonds need not be signed by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been so prepared, executed and authenticated, the
City Administrator will deliver the same to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
No.R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2004A
Date of
Rate Maturity Original Issue CUSIP
May 1, 2004
Registered Owner: Cede & Co.
The City of Shakopee, Minnesota, a duly organized and existing municipal corporation in
Scott County, Minnesota (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 February 1,2005, 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, St. Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, pr its designated successor under the Resolution described herein. For the
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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 1,2014, and onany day thereaftertoprepay Bondsdue
on or after February 1,2015. Redemption may be in whole or in part and ifin part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify Depository Trust Company (DTC) of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $4,225,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on April 6, 2004 (the
Resolution), for the purpose of providing money to defray the expenses incurred and to be
incurred in making local improvements, pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Chapter 429, and the principal
hereof and interest hereon are payable primarily from special assessments against property
specially benefited by local improvements as set forth in the Resolution to which reference is
made for a full statement of rights and powers thereby conferred. The full faith and credit of the .
City are irrevocably pledged for payment of this Bond and the City Council has obligated itself
to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments 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.
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
willcause anew Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest anhe 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. <Zonstitution and laws of the State of Minnesota, to be
done, to exist, to happ~n and to be perfqrm~d preliminary to and in the issuance of this Bond in
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order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or
,statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Bond Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Shakopee, Scott County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures
of the Mayor and City Administrator and has caused this Bond to be dated as of the date set forth
below.
Dated:
CITY OF SHAKOPEE, MINNESOTA
(Facsimile ) (Facsimile )
City Administrator Mayor
CERTIFICATE OF AUTHENTICATION
This is one ofthe Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized. Representative
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The following abbreviations, when used in the inscription on the face of this Bond, will
be constructed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common ( Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
IT TEN -- as joint tenants with
right of survivorship and Act. . . . . . . . . . . .
notastenan~incommon (State)
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 any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMplI), the Stock Exchange Medallion
Program (IISEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such IIsignature guarantee program II as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
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The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest. on the within Bond has. been registered on
the books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal rD #13~2555119
3.02. 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.
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Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The Bonds are payable from the Improvement Bonds, Series 2004A Debt
Service Fund (Debt Service Fund) hereby created, and the proceeds of special assessments
(Assessments) levied or to be levied for the improvements described in the resolution authorizing
the sale of the Bonds (Improvements) financed by the Bonds are hereby pledged to the Debt
Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund to pay the same, the City Finance Director is directed
to pay such principal or interest from the general fund of the City, and the general fund will be
reimbursed for the advances out of the proceeds of Assessments when collected. There is
appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if
any, (ii) any amount over the minimum purchase price paid by the Purchaser, and (iii) the
accrued interest paid by the Purchaser upon closing and delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a),
together with any other funds appropriated for the Improvements and Assessments collected
during the construction of the Improvements will be deposited in a separate construction fund
(which may contain separate accounts for each Improvement) to be used solely to defray
expenses of the Improvements and the payment of principal and interest on the Bonds prior to
the completion and payment of all costs of.the Improvement. Any balance remaining in.the
construction fund after completion of the Improvements may be used to pay the cost in whole or
in part of any other improvement instituted under the Act. When the Improvements are
completed and the cost thereof paid, the construction account is to be closed and subsequent
collections of Assessments for the Improvements are to be deposited in the Debt Service Fund.
4.02. It is hereby determined that the Improvements will directly and indirectly benefit
abutting property, and the City hereby covenants with the holders from time to time of the Bonds
as follows:
(a) The City has caused or will cause the Assessments for the Improvements
to be promptly levied so that the first installment will be collectible not later than 2005
and will take all steps necessary to assure prompt collection, and the levy of the
. Assessments is hereby authorized. The City Council will cause to be takenwitll due
diligence all further actions that are required. for. the construction of each Improvement
financed wholly or partly from the. proceeds of the Bonds, and will take all further actions
necessary for the final and valid levy of the Assessments and the appropriation of any
other funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments the
City Council will levy ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing:
receipts and ~isbursements in connection with the Improvements, Assessments levied
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therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will. cause its books and records to be audited at least annually
and will furnish copies of such audit reports to any interested person upon request.
4.03. It is hereby determined that the estimated collections of Assessments and interest
thereon for payment of principal and interest on the Bonds will produce at least five percent 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.
4.04. The City Administrator is authorized and directed to file a certified copy of this
resolution with the County Auditor of Scott County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. 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. 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.
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds
that it will. not take or permit to be taken by any of its officers, employees or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Internal
Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, and that it will take or cause its officers,
employees or agents to take, all affirmative. action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
6.02. The City will comply with requirements necessary under the Code to establish
and maintain the e{(;clusion from gros& income of the interest on the Bonds under Section 103 of
the Code, includin~ without limitation requirements relating to temporary periods . for
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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.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 1 03 and 141 through 150 of the Code.
6.04. 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 Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company,
New York, New York, and its successors and assigns (DTC). Except as provided in this section,
all of the outstanding Bonds will be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee ofDTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond.
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(Participants) or to any other person on behalf. of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records 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 Bond Registrar,) of
any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
any Participant. or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of~ premium~ if any, or interest on the Bonds. The City, the Bond Registrar
and the Paying Agent may treat and consider the person in whose name each Bond is registered
in the registration books kept by the Bond Registrar as the holder and absolute owner of such
Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or
on the order of the respective registered owners, as shown in the registration books kept by the
Bond Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
the City's obligations with respect to payment of principal of, premium, if any~ or interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as.shown in the. registration books kept by the Bond Registrar, will receive a certificated
Bond evidencing the obligation of this resolution. Upon delivery by DTCto 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
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,,"'. ....-.- --
DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a copy of
the same to the Bond Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered toDTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the.City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at ai1y 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 Bond
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions .
hereof will. apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. 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 maybe necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this section.
8.02. "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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
)
COUNTY OF SCOTT ) SS.
)
CITY OF SHAKOPEE )
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Shakopee, Scott County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a regular meeting of the City Council of the City
held on April 6, 2004 with the original minutes on file in my office and the extract is a full, true
and correct copy of the minutes insofar as they relate to the issuance and sale of $4,225,000
General Obligation Improvement Bonds, Series 2004A ofthe City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of ,2004.
City Clerk
Shakopee, Minnesota
(SEAL)
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STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF SCOTT REGISTRATION WHERE NO AD
VALOREM TAX LEVY
I, the undersigned County Auditor of Scott County, Minnesota, hereby certify that a
resolution adopted by the City Council of the City of Shakopee, Minnesota, on April 6, 2004,
relating to General Obligation Improvement Bonds, Series 2004A, the amount of $4,225,000,
dated May 1, 2004, has been filed in my office and said obligations have been registered on he
register of obligations in my office.
WITNESS My hand and official seal this _ day of , 2004.
County Auditor
Scott County, Minnesota
(SEAL)
Deputy
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..........--.-- ---
Extract of Minutes of Meeting
of the City Council of the City of
Shakopee, Scott County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Shakopee, Minnesota, was duly held in the City Hall in said City on April 6, 2004, commencing at
7:00 o'clock P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the next item of business was the consideration of the
proposals which had been received for the purchase of the City's $ General
Obligation Building Refunding Bonds, Series 2004B of the City.
The City Administrator presented a tabulation of the proposals that had been received in
the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached.
After due consideration ofthe proposals, Member then introduced
the following resolution, and moved its adoption:
In accordance with the official Terms of Proposal the following adjustments were made:
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Principal Amount:
Maturities:
Minimum Purchase Price:
RESOLUTION NO. 6037
A RESOLUTION AWARDING THE SALE OF $2,280,000 GENERAL
OBLIGATION BUILDING REFUNDING BONDS, SERIES 2004B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
BE IT RESOLVED By the City Council of the City of Shako pee, Scott County, Minnesota
(City) as follows:
Section 1. Sale of Bonds.
1.01. The proposm of
(purchaser) to purchase $ General Obligation Building Refunding Bonds, Series
2004B . (Bonds) of the City described in the Terms of Proposal thereof 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$ plus accrued interest to date of delivery, for Bonds bearing
interest as follows:
Year of Interest Year of Interest
Maturity Rate MaturitY Rate
2006 2012
2007 2013
2008 2014
2009 2015
2010 2016
2011 2017
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/-'
.....--...-....- . .... ......"..........".......-..-._. .".......--""-....""-..-.....-..-..... .........................."..-".---.-................................... ..-. .. .. ........... ...".............. .. ...."................"........".................. ".-.-..............-..... ...-....-.- .....
True interest costs:
1.02. The sum of $ being the amount proposed by the Purchaser in excess of
$2,257,770 will be credited to the Debt Service Fund hereinafter created. The City Finance Director
is directed to retain the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and
City Administrator are directed to execute a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (Act) in the total principal amount of $ , originally dated May 1,2004, 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
2006 $165,000 2012 $190,000
2007 165,000 2013 195,000
2008 165,000 2014 200,000
2009 175,000 2015 215,000
2010 180,000 2016 220,000
20n 185,000 2017 225,000
1.04. Optional Redemption. The City may elect on February 1, 2014, and on any day
thereafter, to prepay Bonds due on or after February 1,2015. 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 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
1.05. 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
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..---........ ..... .....-......-.. ......-.-.... .. ...... ...-.................... .-.. .........................-.. ...... . . -.... ..... ..-.-....-.....-.-........ ............ ......... .. . . .-.
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 February 1, 2005, to the
registered owners of record 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 (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 fonn
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in l"fiting, the Registrar will authenticate and
deliver, in the name of the desigriated 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 requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
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SHIS5-142
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a 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 a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon 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 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 any proceeding 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, St. 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
SJB-245750vl
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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 Finance Director must transmit to the Registrar
moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be
valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless
and until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on a Bond
is conclusive evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the
same to .the Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser is not obligated to see to the application of the
purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
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No. R-_ UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION BUILDING REFUNDING BOND, SERIES 2004B
Date of
Rate Maturity Original Issue CUSIP
May 1,2004
Registered Owner: Cede & Co.
The City of Shakopee, Minnesota, a duly organized and existing municipal corporation in
Scott County, Minnesota (City), acknowledges itself to be indebted and for value received 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 February
1,2005, 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, St. 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 1,2014, and on any day thereafter, to prepay Bonds due on
or after February 1, 2015. Redemption may be in whole or in part and if in part, at the option of the
City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify Depository Trust Company (DTC) of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in
such maturity to be redeemed and each participant will then select by lot the beneficial ownership
interests in such maturity. to be redeemed. Prepayments will be at a price of par plus accrued
interest.
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This Bond is one of an issue in the aggregate principal amount of $ all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on April 6, 2004 (the
Resolution), .for the purpose of providing money to refund in advance of maturity and on the
Redemption Date, as defined in the Resolution, a portion of certain general obligation bonds of the
City, pursuant to and in full conformity with the. Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 475.67, Subdivision 13. The interest hereon is payable until
the Redemption Date, primarily out of the Escrow Account and Debt Service Account in the City's
Building Refunding Bonds, Series 2004B D~bt Service Fund and after the Redemption Date from
ad valorem taxes levied on 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The
Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with.a written instrument of transfer satisfactory to the Bond. Registrar,
duly executed by the registered owner or theowner'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 fOfany 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 tins
Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
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This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by .the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Shakopee, Scott County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Administrator and has caused this Bond to be dated as of the date set forth
below.
Dated:
CITY OF SHAKOPEE, MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
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" ........._-_..._..........._~......_.__.__..._....__..........._-~.--........... ...........-.......-.....-...-.......-......--.--....-..-............-....._..._....__..............-..~...._......_....~...................~....-.--.-..-...............--.-...................-.---...-....-......_--_.__.~_.._.--_...
JT TEN -- as joint tenants with
right of survivorship and Act. . . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
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 tothis assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a fInancial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as maybe determined by the Registrar in addition to, orin
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided.
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Name and Address:
(Include information for all joint owners if tins Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13-2555119
3.02. The City Administrator is authorized and 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 cause the opinion to be printed on or accompany each
Bond.
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..........-...-..-.----..---.-.-..-........................ ......_---~_...-_._........._......._-_..........._......_-_.......---...-.....-..........-.-.-. ---,-,~."",---,,,----,-,",,,,-'"--'---'-'''''-''-''''-'_.''' ~
Section 4. Bonds; Security; Escrow.
4.01. Funds and Accounts. For the convenience and proper administration of the moneys
to be borrowed and repaid on the Bonds and the Refunded Bonds (as defined in the resolution
providing for the issuance and sale of the Bonds), and to provide adequate and specific security for
the Purchaser and holders from time to time of the Bonds and Refunded Bonds, there is hereby
created a special fund to be designated the Building Refunding Bonds, Series 2004B Debt Service
Fund (the Fund) to be administered and maintained by the City Administrator as a bookkeeping
account separate and apart from all other funds maintained in the official fmancial records of the
City. The Fund will be maintained in the manner herein specified until all of the Refunded Bonds
have been paid and until all of the Bonds and the interest thereon will have been fully paid. There
will be maintained in the Fund two separate accounts, to be designated the Escrow Account and
Debt Service Account.
(a) Escrow Account. The Escrow Account will be maintained as an Escrow
Account (Escrow Account) with U.S. Bank National Association in St. Paul, Minnesota,
which is a suitable financial institution within the State, whose deposits are insured by the
Federal Deposit Insurance Corporation, whose combined capital and surplus is not less than
$500,000 and said financial institution is hereby designated escrow agent (Escrow Agent)
for the Escrow Account. All proceeds of the sale of the Bonds will be received by the
Escrow Agent and applied to fund the Escrow Account or to pay costs of issuing the Bonds.
Proceeds of the Bonds not used to pay costs of issuance are hereby irrevocably pledged and
appropriated to the Escrow Account, together with all investment earnings thereon. The
Escrow Account will be invested in securities maturing or callable at the option of the
holder on such dates and bearing interest at such rates as will be required to provide
sufficient funds, together with any cash or other funds retained in the Escrow Account, to
pay when due the interest to accrue on each Bond to and including February 1, 2005
(Redemption Date), and to pay when due on the Redemption Date the principal amount of
each of the Refunded Bonds then outstanding. From the Escrow Account there will be paid
(i) all interest paid on, or to be paid on, or to accrue on, the Bonds to and including the
Redemption Date, and (ii) the principal of the Refunded Bonds due by reason of redemption
on the Redemption Date. The Escrow Account will be irrevocably appropriated to the
payment of the principal of and interest on the Bonds until the proceeds of the Bonds therein
are applied to prepayment of the Refunded Bonds. . The moneys in the Escrow Account will
be used solely for the purposes herein set forth and for no other purpose, except that any
surplus in the Escrow Account may be remitted to the City, all in accordance with the
Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any
moneys remitted to the City upon termination of the Escrow Agreement will be deposited in
the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged
and irrevocably appropriated and there will be credited: (i) any balance remitted to the City
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upon the termination of the Escrow Agreement; (ii) any balance remaining on February 2,
2005, in the Debt Service Fund created by the City Council resolution authorizing the
issuance and sale of the Refunded Bonds (prior Resolution); (iii)any collections of all taxes
hereafter levied for the payment of the Bonds and interest thereon; (iv) all investment
earnings on funds in the Debt Service Account; (v) after the Redemption Date, all special
assessments pledged to the repayment of the Refunded Bonds in Prior Resolution (vi)
accrued interest (if any) received upon delivery of the Bonds to the extent not required to
fund the Escrow Account; and (vii) any and all other moneys which are properly available
and are appropriated by the City Council to the Debt Service Account. The amount of any
surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid
will be used as provided in Section 475.61, Subdivision 4 of the Act.
4.02. Findings. It is hereby found and determined that based upon information presently
available from the City's fmancial advisers, the issuance of the Bonds will result in a reduction of
debt service cost to the City on the Refunded Bonds, such that The present value of such debt
service or interest cost savings (Reduction) is % of the debt service on the Refunded
Bonds. The Reduction, after the inclusion of all authorized expenses of refunding in the
computation of the effective interest rate on the Bonds, is adequate to authorize the issuance of the
Bonds as provided by Minnesota Statutes, Section 475.67, Subdivisions 12 and 13.
4.03. The moneys inthe Debt Service Account will be used solely to pay the principal of
and interest on the Bonds Or any other bonds hereafterissued and made payable from the Fund. No
portion of the proceeds of the Bonds will be used directly or indirectly to acquire higher yielding
investments. or to replace funds which were used directly or indirectly to acquire higher yielding
investments, except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater
than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any
proceeds of the Bonds any sums from time to time held in the Fund (or any other City account
which will be used to pay principal and interest to become due on the Bonds) in excess of amounts
which under the applicable federal arbitrage regulations may be invested without regard as to yield
will not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage
regulations on such investments after taking into account any applicable temporary periods or minor
portion made available under the federal arbitrage regulations. In addition, the proceeds of the
Bonds and money in the Fundwillnot be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumentality thereof if and to the extent that
such investment would cause the Bonds to be federally guaranteed within the meaning of Section
149(b) of the Internal Revenue Code of 1986, as amended (the Code).
4.04. General Obligation Pledge. For the prompt and full payment of the principal 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 Escrow Account or
Debt Service Account is ever insufficient to pay all 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
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general fund of the City which are available for such purpose, and such general fund maybe
reimbursed with or without interest from the Escrow Account or Debt Service Account when a
sufficient balance is avaiIabletherein.
4.05. Cancellation of Prior Levy after Redemption Date. It is hereby determined that
upon the deposit of Proceeds and Funds in the Escrow Account (as such terms are defined in
Section 5 hereof) that an irrevocable appropriation to the debt service fund for the Refunded
Bonds maturing after the Redemption Date will have been made within the meaning of Section
475.61, subdivision 3 of the Act and the City Administrator is hereby authorized and directed to
certify such. fact to and request the County Auditor to cancel any and all. tax levies for taxes
payable in 2005 and thereafter made by the resolution authorizing and approving the Refunded
Bonds.
4.06. Pledge of Tax Levies.
(a) To provide moneys for payment of the principal and interest on the Bonds
maturing after the Redemption Date, there is hereby levied a direct annual irrepealable ad valorem
tax upon all of the taxable property in the City which will be spread .upon the tax rolls and
collected with and as part of other general taxes of the City. Such tax will be credited to the Debt
Service Fund above provided and will be in the years and amounts as follows (year stated being
year oflevy forcollection the following ye.ar):
Year Levy
(See Attachment B)
Note: new levy commences with taxes payable in 2005
(b) The tax levies are such that if collected in full they, together with estimated
collections of investment earnings (and until the Redemption Date, all amounts in the
Escrow Account) and other revenues herein pledged for the payment of the Bonds, will
produce at least five percent in excess of the amount needed.to meet when due the principal
and interest payments on the Bonds. The tax levies will be irrepealable so long as any of the
Bonds are outstanding and unpaid, provided that the City reserves the right to reduce the
levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3, as amended.
-
4.07. Filing. The City Administrator is authorized and directed to file a certified copy of
this resolution with the County Auditor of Scott County and to obtain the certificate required by
Section 475.63 of the Act.
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4.08. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolution relating to the levy and collection of special assessments against property specially
benefited by improvements financed by the Refunded Bonds are restated and confIrmed in all
respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to
give full effect to the provisions of this resolution.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. As of the date of delivery of and payment for the Bonds the proceeds of the Bonds,
in the amount of $ plus accrued interest on the Bonds less necessary expenses of the
issuance of the Bonds (proceeds) are hereby pledged and appropriated and will be deposited in the
Escrow Account.
5.02. It is hereby found and determined that the Proceeds available and appropriated to the
Escrow Account will be sufficient, together with the permitted earnings on the investment of the
Escrow Account, to pay principal of and interest on the Bonds through the Redemption Date, . and to
pay at maturity or redemption all of the principal of and redemption premium (if any) on the
Refunded Bonds maturing after the Redemption Date.
5.03. Securities purchased from the monies in the Escrow Account will be limited to
securities specified in Section 475.67, Subdivision 8 of the Act. Northland Securities, Inc., as agent
for the City of Shakopee is hereby authorized and directed to purchase for and on behalf of the City
of Shakopee and in its name, appropriate securities to fund the Escrow Account. Upon the issuance
and delivery of the Bonds, the securities so purchased will be deposited with the Escrow Agent and
held pursuant to the terms of the Escrow Agreement and the Resolution.
5.04. The Refunded Bonds maturing on February 1,2006 and thereafter will be redeemed
and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in
accordance with their terms and in accordance with the terms and conditions set forth in the form of
Notice of Call for Redemption attached hereto as Attaclnnent A which terms and conditions are
hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is
authorized and directed to send a copy of the Notice of Redemption to each registered holder of the
Refunded Bonds. .
5.05. Escrow Agreement. On or prior to the delivery ofthe Refunding Bonds, the Mayor
and the City Administrator are hereby authorized and directed to execute on behalf of the City an
escrow agreement (Escrow Agreement) with the Escrow Agent in substantially the form now on file
with the City Administrator. All essential terms and conditions of the Escrow Agreement including
payment by. the City of reasonable charges for the services of the Escrow Agent, are hereby
approved and adopted and made a part of this resolution, and the City covenants that it will
promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
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Section 6. Authentication of Transcript.
6.01. The\ officers of the City are authorized and directed to prepare and furnish to the
I .
Purchaser and to the attomeys 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, will be
deemed representations of the City as to the facts stated therein.
6.02. 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.
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time totime of the Bonds that
it will not take or permit to be taken by any of its officers,. employees or agents any. action which
would cause. the interest.on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder, in
effect at the tim(;( of such actions, and that it will take or cause its officers, employees or agents to
take, all affirmative action within its power that may be necessary to ensure that such interest will
not become subject to taxation under the Code and applicable Treasury Regulations, as. presently
existing or as hereafter amended and made applicable to the Bonds.
7.02. 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.
7.03. The City further covenants not to usethe proceedsofthe Bonds or to cause or permit
them or any of them to be used, in such a manner as to cause the Bonds to be "private activity
bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. 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.
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Section 8. Book-Entry System; Limited Obligation of City.
8.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each such Bond will be registered in the registration books kept by the
Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (DTC). Except as provided in this section, all of
the outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
name of Cede & Co., as nominee ofDTC.
8.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time . for which DTC holds Bonds as securities depository
(Participants) or to any other person on behalf of which a Participant holds an interest in the Bonds,
including but not limited to any responsibility or obligation with respect to (i) the accuracy of the
records 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 Bond Registrar), of any notice with respect to the
Bonds, inc1udingany notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner. of Bonds, of any amount with respect to . principal. of,
premium, if any, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may
treat and consider the person in whose name each Bond is registered in the registration books kept
by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments will
be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No
person other than a registered owner of Bonds, as shown in the registration books kept by the Bond
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new
nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a
copy of the same to the Bond Registrar and Paying Agent.
8.03. Representation Letter. The form of Blanket Issuer Letter of Representations
proposed to be submitted to DTC, which is on file with the City Administrator and presented to this
meeting (Representation Letter), is hereby approved, and the City Administrator is authorized to
execute and deliver the Representation Letter in substantially the form on file, with such changes
therein not inconsistent with law as the City Administrator and the. City Attorney may approve,
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which approval will be conclusively evidenced by the execution thereof. Any Paying Agent or
Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to take all
action necessary for all representations of the City in the Representation letter with respect to.the
Bond Registrar and Paying Agent, respectively, to be complied with at all times.
8.04. 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 interest, 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 Bond Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
8.05. 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 9. Continuing Disclosure.
9.01. 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.
9.02. "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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being. taken thereon, the following voted in. favor
thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
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STATEOFNITNNESOTA )
)
COUNTY OF SCOTT ) SS.
)
CITY OF SHAKOPEE )
I, . the undersigned, being the du1y qualified and acting City Administrator of the City of
Shakopee, Scott County, Minnesota, do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a regu1ar meeting of the City Council of the City held on April
6, 2004 with the original minutes on file in my office and the extract is a full, true and correct copy
of the minutes insofar as they relate to the issuance and sale of $ General Obligation
Building Refunding Bonds, Series 2004B of the City.
WITNESS My hand officially as such City Administrator and the corporate seal of the City
this day of , 2004.
City Administrator
Houston, Minnesota
(SEAL)
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._h'_____.'_"_" .. -_....
STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF SCOTT TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Scott County, Minnesota, hereby certify that a certified
copy of a resolution adopted by the governing body of the City of Shakopee, Minnesota, on April 6,
2004, levying taxes for the payment of $ General Obligation Building Refunding
Bonds, Series 2004B, of said municipality dated May 1,2004, has been filed in my office and said
bonds have been entered on the register of obligations in my office and that such tax has been levied
as required by law.
WITNESS My hand and official seal this _ day of ,2004.
County Auditor
Scott County, Minnesota
(SEAL)
By
Deputy
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ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$3,140,000 GENERAL OBLIGATION BUILDING BONDS, SERIES 1997A
CITY OF SHAKOPEE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Shakopee,
Scott County, Minnesota, there have been called for redemption and prepayment on
February 1,2005
all outstanding bonds of the City designated as General Obligation Building Bonds, Series 1997 A,
dated June 1, 1997, having stated maturity dates of February 1 in the years 2006 through 2017, both
inclusive, totaling $2,190,000 in principal amount, and with the following CUSIP numbers:
Year of Maturity CUSIP
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
The bonds are being called ata price of par plus accrued interest to February 1, 2005, on
which date. all interest on said bonds will cease to a.ccrue. . Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of W ellsF argo Bank
Minnesota,. N.A., in the City of Minneapolis, Minnesota, (formerly known as Norwest Bank
Minnesota, N.A.) on or before February 1,2005, at the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
Minneapolis, MN 55479-0113
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Importance Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation.. Act of 2001, federal. backup withholding. tax will be withheld. at the applicable
backup withholding rate in effect at the time the payment by the redeeming. institutions if they are
not provided with your social security number or federal employer identification number, properly
certified. This requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank
or other financial institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: , 2004.
BY ORDER OF THE CITY COUNCIL
By /s/ Mark McNeill
City Administrator
City of Shakopee, Mitmesota
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REFUNDING ESCROW AGREEMENT
General Obligation Building Bonds, Series 1997 A
THIS AGREEMENT, made pursuant to Minnesota Statutes, Section 475.67, Subdivision 13
(Act) and executed by and between the City of Shakopee, Scott County, Minnesota (City), and U.S.
Bank National Association, St. Paul, Minnesota, a banking cOIporation whose deposits are insured
by the Federal Deposit Insurance COIporation and whose capital and surplus is not less than
$ (Escrow Agent):
WITNESSETH: That the parties hereto recite and, in consideration of the mutual covenants
contained herein, covenant and agree as follows:
1. The City, in accordance with resolution adopted by its governing body on and April
6, 2004, "Resolution Awarding the Sale of $ General Obligation Building
Refunding Bonds, Series 2004B; Fixing Their Form and Specifications; Directing Their Execution
and Delivery; Providing for Their Payment; Providing for the Escrowing and Investment of the
Proceeds Thereof; and Providing. for the Redemption of Bonds Refunded Thereby" (Resolution), a
certified copy of the latter of which has been filed with the Escrow Agent, has provided for the
refunding of certain outstanding general obligation bonds (Refunded Bonds) of the City, described
in said Resolution, by the issuance and sale of refunding obligations, designated as "General
Obligation Building Refunding Bonds, Series 2004B" (Refunding Bonds).
2. The City has also, in accordance with the Resolution, issued and sold the Refunding
Bonds in the principal amount of $ , and.has simultaneously invested the proceeds of
the Refunding Bonds (i) in the amount of $ in securities which are general obligations of
the United States, securities whose principal and interest payments are guaranteed by the United
States, and securities issued by agencies of the United States (collectively, the Federal Securities), as
described in the schedule which is attached hereto, marked Exhibit A and made a part hereof, (ii) in
the amount of $ as an initial cash d~osit, and (iii) in the amount of$ to be
applied by Escrow Agent to payment of costs of issuance as specified in paragraph 3 hereof and has
irrevocably deposited all such securities with the Escrow Agent on the date of this Agreement. It is
understood and agreed that the dates and amounts of payments of principal and interest due on the
securities so deposited are as indicated in Exhibit A, and that the principal and interest payments
due on such securities together with the initial cash deposit are such as to provide the funds required
to pay all interest payable on the Refunding Bonds to the date on which any of the Refunded Bonds
have been directed to be prepaid, as stated in the Resolution, and to pay the redemption price ofthe
Refunded Bonds on such date. The Refunded Bonds are the following:
a) $3,140,OQQg~u~ral Obligation Building Bonds, Series 1997A, dated June 1,
1997, of the City, of which $2,12Q,000 in principal amount is subject to redemption and
prepayment on February 1, 2005.
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3. The Escrow Agent acknowledges receipt of the securities described in paragraph 2
hereof and agrees that it will hold such securities in a special escrow account (Escrow Account)
created by the Resolutions in the name of the City, and will collect and receive on behalf of the City
all payments of principal and interest on such securities and will remit from the Escrow Account (i).
to the paying agent (paying Agent) for the Refunding Bonds the funds required from time to time
for the payment of interest on the Refunding Bonds to the date of the redemption of the Refunded
Bonds which is February 1,2005 (Redemption Date); and (ii) to the Paying Agent for the Refunded
Bonds the funds needed for the redemption and prepayment of the outstanding principal amount of
the Refunded Bonds on the Redemption Date. After provision for payment of all remaining
Refunded Bonds, the Escrow Agent will remit any remaining funds in the Escrow Account to the
City. Of the amounts deposited with the Escrow Agent, the sum of $ shall be used
by the Escrow Agent for the payment and disbursement of the costs of issuance of the Refunding
Bonds and payments to the City as set forth in Exhibit B attached hereto.
4. In order to insure continuing compliance with the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder (collectively the Code), the Escrow Agent agrees
that it will not reinvest any cash received in payment of the principal of and interest on the Federal
Securities held in the Escrow Account. This prohibition on reinvestment shall continue unless and
until an opinion is received by Escrow Agent from nationally recognized bond counsel that
reinvestments, as specified in said opinion, may be made in a manner consistent with the Code.
Reinvestment, if any, of amounts in the Escrow Account made pursuant to this paragraph may be
made only in direct obligations of the United States of America which mature prior to the next date
onwhich either principal or interest on the Refunded Bonds is payable.
5. Escrow Agent expressly waives any lien. upon or claim against the moneys and
investments in the Escrow Account.
6. If at any time it shall appear to the Escrow Agent that the money in the Escrow
Account allocable for such use hereunder will not be sufficient to make any interest payment due to
the holders of any of the Refunding Bonds, Of principal payment. due to the holders of any of the
Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon shall
forthwith deposit in Escrow Account from funds on hand and legally available to it such additional
funds as may be required to meet fully the .amount to become due. and payable. The City
acknowledges its obligation to levy ad valorem taxeson all taxable property in the City to the extent
required to produce moneys necessary for this purpose. The City and Escrow Agent acknowledge
receipt of a verification report from Grant Thornton LLP, certified public accountants, dated
, 2004, to the effect that such cash and securities are sufficient to comply with
the requirements ofthe Act.
7. The City will not repeal or amend the Resolution which calls the Refunded Bonds
for redemption on their Redemption Dates. The Escrow Agent shall cause the Notice of Call for
redemption. attached hereto as Exhibit C to be mailed not less than 60 days prior to the Redemption
Date to the paying agent for the Refu.n.ged Bonds for the purpose of giving notice not less than 30
days prior to the Redemption Date to th~ r~gistered owners of the Refunded Bonds to be redeemed,
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at their addresses appearing in the bond register and also to the bank at which the principal and
interest on the Refunded Bonds are then payable.
8. On or before February 1, 2005, the Escrow Agent shall submit to the City a report
covering all money it shall have received and.all payments it shall have made or caused to be made
hereunder during the preceding twelve months. Such report shall also . list all obligations held in the
Escrow Account and the amount of money on hand in the Escrow Account on such date.
9. It is recognized and agreed that title to the Federal Securities and cash, if any, held in
the Escrow Account from time to time shall remain vested in the City but . subject always to the prior
charge and lien thereon of this Agreement and the use thereof required to be made by this
Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and
account separate and wholly segregated from all other funds and securities of the Escrow Agent,
and shall never commingle such money or securities with other money or securities; provided,
however, that nothing herein contained shall be construed to require the Escrow Agent to keep the
identical monies, or any part thereof, received for the Escrow Account on hand, but moneys of an
equal amount (except to the extent such are r~resented by investments permitted under this
Agreement) shall always be maintained on hand as funds held by the Escrow Agent as trustee,
belonging to the City, and a special account shall at all times be maintained on the books of the
Escrow Agent,. together with such investments. In the event of the Escrow Agent's failure to
account for any money or obligations held by it in the Escrow Account, such money and obligations
shall be and remain the property of the City, and if for any reason such money or obligations cannot
be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount
thereof, and the City shall be entitled to a preferred claim upon such assets. It is understood and
agreed that the responsibility of the Escrow Agent under this Agreement is limited to the
safekeeping and segregation of the funds and securities deposited with it in the Escrow Account,
and the collection of and accounting for the principal and interest payable with respect thereto.
10. This Agreement is made by the City for the benefit of the holders of the Refunded
Bonds, and is not revocable by the. City, and the investments and other funds deposited in the
Escrow Account and all income therefrom have been irrevocably appropriated for the payment of
the callable principal amount of the Refunded Bonds at the Redemption Date and interest on the
Refunding Bonds to the Redemption Date in accordance with this Agreement.
11. This Agreement shall be binding upon and shall inure to the benefit of the City and
the Escrow Agent and their respective successors and assigns. In addition, this Agreement shall
constitute a third party beneficiary contract for the benefit of the holders of the Refunded Bonds and
said third party beneficiaries shall be entitled to enforce performance and observance by the City
and the Escrow Agent of the respective agreements and covenants herein contained as fully and
completely as if said third party beneficiaries were parties hereto. Any bank into which the Escrow
Agent may be merged or with which it may be consolidated or any bank resulting from any merger
or consolidation to which it shall be a party or any bank to which it may sell or transfer all or
substantially all of its corporate trust business shall, if the City approves, be the successor agent
without the execution of any doc\.l.m~nt qf the performance of any further act.
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12. The Escrow Agent may at any time resign and be discharged of its obligations
hereunder by giving to the City Administrator of the City written notice of such resignation not less
than 60 days before the date when the same is to take effect and by publication of a copy of such
notice in a daily or weekly Minnesota newspaper published in a Minnesota City of the firstc1ass, or
its metropolitan area, which circulates throughout the state and furnishes financial news as part ofits
service, not less than 30 days prior to such date; provided that the Escrow Agent shall return to the
County the pro rata portion of its fee which is allocable to the period of time commencing on the
effective date of such resignation. Such resignation shall take effect upon the date specified in the
notice, or upon the appointment and qualification of a successor prior to that date. In the event of
such resignation, a successor shall promptly be appointed by the City, and the City Administrator of
the City shall immediately give written notice thereof to the predecessor escrow agent and publish
the notice in the manner described in this paragraph 12. If, in a proper case, no appointment of a
successor agent is made within 45 days after the receipt by the City of notice of such resignation,
the Escrow Agent or the holder of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor escrow agent, which appointment may be made by the Court after
such notice, if any, as the Court may prescribe. Any successor escrow agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor escrow agent and to the City a written
acceptance of such appointment, and shall thereupon without any further act, deed or conveyance
become fully vested with all moneys, properties, duties and obligations of its predecessor, but the
predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other
property held by it to the successor escrow agent, shall execute, acknowledge and deliver such
instruments of conveyance and do such other things as may reasonably be required to vest and
confirm more fully and certainly in the successor escrow agent all right, title and interest in and to
any property held by it hereunder. Any bank into which the Escrow Agent may be merged or with
which it may be consolidated or any bank resulting from any merger or consolidation to which it
shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate
trust business shall, if the City approves, be the successor escrow agent without the execution of any
document or the performance of any further act.
13. The Escrow Agent acknowledges receipt of the sum.of $ as its full
compensation for its services to be performed under this Agreement.
14. The duties and obligations of the Agent shall be as prescribed by the provisions of
this Agreement and the Agent shall not be liable hereunder except for failure to perform its duties
and obligations as specifically set forth herein or to act in good faith in the perfOln1anCe thereof and
no implied duties or obligations shall be incurred by the Agent other than those specified herein.
15. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or certified
mail addressed:
If to the City: 129 Holmes Street South
Shakopee, Minnesota 55379-1328
Attn: City Administrator
If to the Escrow Agent: U.S. Bank National Association
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60 Livingston Avenue
EP-MN- WS3C
St. Paul, Minnesota 55107
Attn: Corporate Trust Department
16. The exhibits which are a part of this Agreement are as follows:
Exhibit A Federal Securities
Exhibit B Costs ofIssuance
Exhibit C Notice of Call for Redemption
IN WITNESS WHEREOF the parties hereto have caused this instrument to be duly
executed by their duly authorized officers, in counterparts, each of which is deemed to be an
original agreement, on this _ day of , 2004.
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CITY OF SHAKOPEE, MINNESOTA
By
Its Mayor
(SEAL)
By
Its City Administrator
By
Its City Clerk
U.S. BANK NATIONAL ASSOCIATION
(SEAL) By
Its Corporate Trust Officer
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EXHIBIT C
.. NOTICE OF CALL FOR REDEMPTION
$3,140,000 GENERAL OBLIGATION BUILDING BONDS, SERIES 1997A
CITY OF SHAKOPEE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Shakopee,
Scott County, Minnesota, there have been called for redemption and prepayment on
February 1,2005
all outstanding bonds of the City designated as General Obligation Building Bonds, Series 1997 A,
dated June 1, 1997, having stated maturity dates of February 1 in the years 2006 through 2017, both
inclusive, totaling $2,190,000 inprincipal amount, and with the following CUSIP numbers:
Year ofMaturitv CUSIP
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
The bonds are being called at a price of par plus accrued interest to February 1, 2005, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo Bank
Minnesota, N.A., in the City of Minneapolis, Minnesota, (formerly known as NOlwest Bank
Minnesota, N.A.) on or before February 1, 2005, at the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
. Minneapolis, MN 55479-0113
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Importance Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2001, federal backup withholding tax will be withheld at the applicable
backup withholding rate in effect atthe.time the payment by the redeeming institutions if they are
not provided with your social security number or federal employer identification number,. properly
certified. This requirement isful:filled by submitting a W-9 Form, which may be obtained at a bank
or other financial institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: ,2004.
BY ORDER OF THE CITY COUNCIL
By Isl Mark McNeill
City Administrator
City of Shakopee, Minnesota
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~
R'i \) L Se to
Extract of Minutes of Meeting
of the City Council of the City of
Shakopee, Scott County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Shakopee, Minnesota, was duly held in the City Hall in said City on April 6, 2004, commencing at
7:00 o'clock P.M.
The following members were present:
and the following were absent:
*** *** ***
The Mayor announced that the next item of business was the consideration of the
proposals which had been received for the purchase of the Citys $ General Obligation
Building Refunding Bonds, Series 2004B of the City.
The City Administrator presented a tabulation of the proposals that had been received in
the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached.
After. due consideration of the proposals, Member then introduced
the following resolution, and moved its adoption:
In accordance with the official Terms of Proposal the following adjustments were made:
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Principal Amount:
Maturities:
Minimum Purchase Price:
RESOLUTION NO.
A RESOLUTION AWARDING THE SALE OF $ GENERAL
OBLIGATION BUILDING REFUNDING BONDS, SERIES 2004B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
BE IT RESOLVED By the City Council of the City of Shakopee, Scott County, Minnesota
(City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of
(purchaser) to purchase $ General Obligation Building Refunding Bonds, Series
2004B (Bonds) of the City described in the Terms of Proposal thereof 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 $ plus accrued interest to date of delivery, for Bonds bearing
interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2006 2012
2007 2013
2008 2014
2009 2015
2010 2016
2011 2017
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.'/-
True interest costs:
1.02. The sum of $ being the amount proposed by the Purchaser in excess of
$2,257,770 will be credited to the Debt Service Account hereinafter created. The City Finance
Director is directed to retain the good faith check of the Purchaser, pending completion of the sale
of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The
Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the
City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (Act) in the total principal amount of $ , originally dated May 1, 2004, 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
2006 $165,000 2012 $190,000
2007 165,000 2013 195 ~OOO
2008 165,000 2014 200,000
2009 175,000 2015 215,000
2010 180,000 2016 220,000
2011 185,000 2017 225,000
1.04. Optional Redemption. The City may elect on February 1, 2014, and on any day
thereafter, to prepay Bonds due on or after February 1, 2015. 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 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
1.05. 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
SJB-24S7S0vl
SH155-142
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 February 1, 2005, to the
registered owners of. record 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 (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 requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
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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 a 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 a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the. reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon 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 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 oftheredemptionnotice 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 any proceeding 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, St. 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
SJB-245750vl
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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 Finance Director must transmit to the Registrar
moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be
valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless
and until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on a Bond
is conclusive evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the
same to the Purchaser upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser is not obligated to see to the application of the
purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
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No.R- UNITEDSTATESOFAMEIDCA $
STATE OF MINNESOTA
COUNTY OF SCOTT
CITY OF SHAKOPEE
GENERAL OBLIGATION BUILDING REFUNDING BOND, SERIES 2004B
Date of
Rate Maturity Original Issue CUSIP
May 1, 2004
Registered Owner: Cede & Co.
The City of Shakopee, Minnesota, a duly organized and existing municipal corporation in
Scott County, Minnesota (City), acknowledges itselfto be indebted and for value received 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 February
1,2005, 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, St. 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 1,2014, and on any day thereafter, to prepay Bonds due on
or after February 1, 2015. Redemption may be in whole or in part and if in part, at the option of the
City and in such manner as the City will determine. If less than. all Bonds of a maturity are called
for redemption, the City will notify Depository Trust Company (DTC) of the particular amount of
such maturity to be pr~aid. 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. Pr~ayments will be at a price of par plus accrued
interest.
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This Bond is one of an issue in the aggregate principal amount of $ all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on April 6, 2004 (the
Resolution), for the purpose of providing money to refund in advance of maturity and on the
Redemption Date, as defined in the Resolution, a portion of certain general obligation bonds of the
City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 475.67, Subdivision 13. The interest hereon is payable until
the Redemption Date, primarily out of the Escrow Account and Debt Service Account in the City's
Building Refunding Bonds, Series 2004B Debt Service Fund and after the Redemption Date from
ad valorem taxes levied on 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The
Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws ofthe 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.
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This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Shakopee, Scott County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Administrator and has caused this Bond to be dated as of the date set forth
below.
Dated:
CITY OF SHAKOPEE, MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized R~resentative
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Cust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
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IT TEN -- as joint tenants with
right of survivorship and Act. . . . . . . . . . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, asSIgnS and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the
premIses.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program {STAMP), the Stock Exchange Medallion Program
{SEMP), the New York Stock Exchange, Inc. Medallion Signatures Program {MSP) or other such
'Signature guarantee prograrrl' as may be determined by the Registrar in addition to, or in substitution
for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as
amended.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided.
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Name and Address:
(Include information for alljoint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books ofthe Registrar in the name ofthe person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ill #13-2555119
3.02. The City Administrator is authorized and directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be
complete exc~t as to dating thereof and cause the opinion to be printed on or accompany each
Bond.
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Section 4. Bonds: Security: Escrow.
4.01. Funds and Accounts. For the convenience and proper administration of the moneys
to be borrowed and repaid on the Bonds and the Refunded Bonds (as defined in the resolution
providing for the issuance and sale of the Bonds), and to provide adequate and specific. security for
the Purchaser and holders from time to time of the Bonds and Refunded Bonds, there is hereby
created a special fund to be designated the Building Refunding Bonds, Series 2004B Debt Service
Fund (the Fund) to be administered and maintained by the City Administrator as a bookkeeping
account separate and apart from all other funds maintained in the official financial records of the
City. The Fund will be maintained in the manner herein specified until all of the Refunded Bonds
have been paid and until all of the Bonds and the interest thereon will have been fully paid. There
will be maintained in the Fund two separate accounts, to be designated the Escrow Account and
Debt Service Account.
(a) Escrow Account. The Escrow Account will be maintained as an Escrow
Account (Escrow Account) with U.S. Bank National Association in St. Paul, Minnesota,
which is a suitable financial institution within the State, whose deposits are insured by the
Federal Deposit Insurance Corporation, whose combined capital and surplus is not less than
$500,000 and said financial institution is hereby designated escrow agent (Escrow Agent)
for the Escrow Account. All proceeds of the sale of the Bonds, less amounts appropriated to
the Debt Service Account under Sections 1.02 and 4.01(b)(vi) and amounts applied by the
City to pay costs of issuance, will be received by the Escrow Agent and applied to fund the
Escrow Account. Such net proceeds of the Bonds are hereby irrevocably pledged and
appropriated to the Escrow Account, together with all investment earnings thereon. The
Escrow Account will be invested in securities maturing or callable at the option of the
holder on such dates and bearing interest at such rates as will be required to provide
sufficient funds, together with any cash or other funds retained in the Escrow Account, to
pay when due the interest to accrue on each Bond to and including February 1, 2005
(Redemption Date), and to pay when due on the Redemption Date the principal amount of
each of the Refunded Bonds then outstanding. From the Escrow Account there will be paid
(i) all interest paid on, or to be paid on, or to accrue on, the Bonds to and including the
Redemption Date, and (ii) the principal of the Refunded Bonds due by reason of redemption
on the Redemption Date. The Escrow Account will be irrevocably appropriated to the
payment of the principal of and interest on the Bonds until the proceeds of the Bonds therein
are applied to prepayment of the Refunded Bonds. The moneys in the Escrow Account will
be used solely for the purposes herein set forth and for no other purpose, except that any
surplus in the Escrow Account may be remitted to the City, all in accordance with the
Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any
moneys remitted to the City upon termination of the Escrow Agreement will be deposited in
the Debt Service Account.
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(b) Debt Service Account. To the Debt Service Account there is hereby pledged
and irrevocably appropriated and there will be credited: (i) any balance remitted to the City
upon the termination of the Escrow Agreement; (ii) any balance remaining on February 2,
2005, in the Debt Service Fund created by the City Council resolution authorizing the
issuance and sale of the Refunded Bonds (Prior Resolution); (iii) any collections of all taxes
hereafter levied for the payment of the Bonds and interest thereon; (iv) all investment
earnings on funds in the Debt Service Account; (v) after the Redemption Date, all special
assessments pledged to the repayment of the Refunded Bonds in Prior Resolution (vi)
accrued interest (if any) received upon delivery of the Bonds to the extent not required to
fund the Escrow Account; and (vii) any and all other moneys which are properly available
and are appropriated by the City Council to the Debt Service Account. The amount of any
surplus remaining in the Debt Service Account when the Bonds and interest thereon are paid
will be used as provided in Section 475.61, Subdivision 4 ofthe Act.
4.02. Findings. It is hereby found and determined that based upon information presently
available from the City's financial advisers, the issuance of the Bonds will result in a reduction of
debt service cost to the City on the Refunded Bonds, such that the present value of such debt service
or interest cost savings (Reduction) is % of the debt service on the Refunded Bonds.
The Reduction, after the inclusion of all authorized expenses of refunding in the computation of the
effective interest rate on the Bonds, is adequate to authorize the issuance of the Bonds as provided
by Minnesota Statutes, Section 475.67, Subdivisions 12 and 13.
4.03. The moneys in the Debt Service Account will be used solely to pay the principal of
and interest on the Bonds or any other bonds hereafter issued and made payable from the Fund. No
portion of the proceeds of the Bonds will be used directly or indirectly to acquire higher yielding
investments or to replace funds which were used directly or indirectly to acquire higher yielding
investments, except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater
than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any
proceeds of the Bonds any sums from time to time held in the Fund (or any other City account
which will be used to pay principal and interest to become due on the Bonds) in excess of amounts
which under the applicable federal arbitrage regulations may be invested without regard as to yield
will not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage
regulations on such investments after taking into account any applicable temporary periods or minor
portion made available under the federal arbitrage regulations. In addition, the proceeds of the
Bonds and money in the Fund will not be invested in obligations or deposits issued by, guaranteed
by or insured by the United States or any agency or instrumentality thereof if and to the extent that
such investment would cause the Bonds to be federally guaranteed within the meaning of Section
149(b) of the Internal Revenue Code of 1986, as amended (the Code).
4.04. General Obligation Pledge. For the prompt and full payment of the principal 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 Escrow Account or
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Debt Service Account is ever insufficient to pay all 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 Escrow Account or Debt Service Account when a
sufficient balance is available therein.
4.05. Cancellation of Prior Levy after Redemption Date. It is hereby determined that
upon the deposit of Proceeds and Funds in the Escrow Account (as such terms are defined in
Section 5 hereof) that an irrevocable appropriation to the debt service fund for the Refunded
Bonds maturing after the Redemption Date will have been made within the meaning of Section
475.61, subdivision 3 of the Act and the City Administrator is hereby authorized and directed to
certify such fact to and request the County Auditor to cancel any and all tax levies for taxes
payable in 2005 and thereafter made by the resolution authorizing and approving the Refunded
Bonds.
4.06. Pledge of Tax Levies.
(a) To provide moneys for payment of the principal and interest on the Bonds
maturing after the Redemption Date, there is hereby levieda direct annual irrepealable ad valorem
tax upon all of the taxable property in the City which will be spread upon the tax rolls and
collected with and as part of other general taxes of the City. Such tax will be credited to the Debt
Service Fund above provided and will be in the years and amounts as follows (year stated being
year of levy for collection the following year):
Year !&IT
(See Attachment B)
Note: new levy commences with taxes payable in 2005
(b) The tax levies are such that if collected in full they, together with estimated
collections of investment earnings (and until the Redemption Date, all amounts in the
Escrow Account) and other revenues herein pledged for the payment of the Bonds, will
produce at least five percent in excess of the amount needed to meet when due the principal
and interest payments on the Bonds. The tax levies will be irrepealable so long as any of the
Bonds are outstanding and unpaid, provided that the City reserves the right to reduce the
levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61,
Subdivision 3, as amended.
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4.07. Filing. The City Administrator is authorized and directed to file a certified copy of
this resolution with the County Auditor of Scott County and to obtain the certificate required by
Section 475.63 ofthe Act.
4.08. Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolution relating to the levy and collection of special assessments against property specially
benefited by improvements financed by the Refunded Bonds are restated and confirmed in all
respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to
give full effect to the provisions ofthis resolution.
Section 5. Refunding: Findings: Redemption of Refunded Bonds.
5.01. As of the date of delivery of and payment for the Bonds the proceeds of the Bonds,
in the amount of $ plus accrued interest on the Bonds less necessary expenses of the
issuance of the Bonds (proceeds) are hereby pledged and appropriated and will be deposited in the
Escrow Account.
5.02. It is hereby found and determined that the Proceeds available and appropriated to the
Escrow Account will be sufficient, together with the permitted earnings on the investment of the
Escrow Account, to pay principal of and interest on the Bonds through the Redemption Date, and to
pay at maturity or redemption all of the principal of and redemption premium (if any) on the
Refunded Bonds maturing after the Redemption Date.
5.03. Securities purchased from the monies in the Escrow Account will be limited to
securities specified in Section 475.67, Subdivision 8 of the Act. Northland Securities, Inc., as agent
for the City of Shakopee is hereby authorized and directed to purchase for and on behalf of the City
of Shakopee and in its name, appropriate securities to fund the Escrow Account. Upon the issuance
and delivery of the Bonds, the securities so purchased will be d~osited with the Escrow Agent and
held pursuant to the terms ofthe Escrow Agreement and the Resolution.
5.04. The Refunded Bonds maturing on February 1, 2006 and thereafter will be redeemed
and prepaid on the Redemption Date. The Refunded Bonds will be redeemed and prepaid in
accordance with their terms and in accordance with the terms and conditions set forth in the form of
Notice of Call for Redemption attached hereto as Attachment A which terms and conditions are
hereby approved and incorporated herein by reference. The Registrar for the Refunded Bonds is
authorized and directed to send a copy of the Notice of Redemption to each registered holder ofthe
Refunded Bonds.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the Mayor
and the City Administrator are hereby authorized and directed to execute on behalf of the City an
escrow agreement (Escrow Agreement) with the Escrow Agent in substantially the form now on file
with the City Administrator. All essential terms and conditions of the Escrow Agreement including
payment by the City of reasonable charges for the services of the Escrow Agent, are hereby
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approved and adopted and made a part of this resolution, and the City covenants that it will
promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
Section 6. Authentication of Transcript.
6.01. 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, will be
deemed representations ofthe City as to the facts stated therein.
6.02. 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.
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time to time of the Bonds that
it will not take or permit to be taken by any of its officers, employees or agents any action which
would cause the interest on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers, employees or agents to
take, all affirmative action within its power that may be necessary to ensure that such interest will
not become subject to taxation under the Code and applicable Treasury Regulations, as presently
existing or as hereafter amended and made applicable to the Bonds.
7.02. 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.
7.03. The City further covenants not to use the proceeds of the Bonds or to cause or permit
them or any of them to be used, in such a manner as to cause the Bonds to be "private activity
bonds" within the meaning of Sections 103 and 141 through 150 ofthe Code.
7.04. 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.
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Section 8. Book-Entry System: Limited Obligation of City.
8.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each such Bond will be registered in the registration books kept by the
Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New
York, New York, and its successors and assigns (DTC). Except as provided in this section, all of
the outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
name of Cede & Co" as nominee ofDTC.
8.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities d~ository
(participants) or to any other person on behalf of which a Participant holds an interest in the Bonds,
including but not limited to any responsibility or obligation with respect to (i) the accuracy of the
records ofDTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds,
(ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as
shown by the registration books k~t by the Bond Registrar), of any notice with respect to the
Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other
person, other than a registered owner of Bonds, of any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may
treat and consider the person in whose name each Bond is registered in the registration books kept
by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective registered
owners, as shown in the registration books kept by the Bond Registrar, and all such payments will
be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of
principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No
person other than a registered owner of Bonds, as shown in the registration books kept by the Bond
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to such new
nominee of DTC; and upon receipt of such a notice, the City Administrator will promptly deliver a
copy of the same to the Bond Registrar and Paying Agent.
8.03. Representation Letter. The form of Blanket Issuer Letter of R~resentations
proposed to be submitted to DTC, which is on file with the City Administrator and presented to this
meeting (Representation Letter), is hereby approved, and the City Administrator is authorized to
execute and deliver the Representation Letter in substantially the form on file, with such changes
therein not inconsistent with law as the City Administrator and the City Attorney may approve,
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which approval will be conclusively evidenced by the execution thereof. Any Paying Agent or
Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to take all
action necessary for all representations of the City in the Representation letter with respect to the
Bond Registrar and Paying Agent, respectively, to be complied with at all times.
8.04. 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 interest, 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 d~ository is appointed, the City will issue and the Bond Registrar will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
8.05. 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 9. Continuing Disclosure.
9.01. 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.
9.02. "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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon said resolution was declared dilly passed and adopted.
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STATE OF MINNESOTA )
)
COUNTY OF SCOTT ) SS.
)
CITY OF SHAKOPEE )
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Shakopee, Scott County, Minnesota, do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a regular meeting of the City Council of the City held on April
6, 2004 with the original minutes on file in my office and the extract is a full, true and correct copy
of the minutes insofar as they relate to the issuance and sale of $ General Obligation
Building Refunding Bonds, Series 2004B of the City.
WITNESS My hand officially as such City Administrator and the corporate seal of the City
this day of ,2004.
City Administrator
Shakopee, Minnesota
(SEAL)
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STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF SCOTT TAX LEVY AND
REGISTRATION
I, the undersigned County Auditor of Scott County, Minnesota, hereby certify that a certified
copy of a resolution adopted by the goveming body of the City of Shakopee, Minnesota, on April 6,
2004, levying taxes for the payment of $ General Obligation Building Refunding
Bonds, Series 2004B, of said municipality dated May 1, 2004, has been filed in my office and said
bonds have been entered on the register of obligations in my office and that such tax has been levied
as required by law.
WITNESS My hand and official seal this _ day of ,2004.
County Auditor
Scott County, Minnesota
(SEAL)
By
Deputy
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ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$3,140,000 GENERAL OBLIGATION BUILDING BONDS, SERIES 1997A
CITY OF SHAKOPEE
SCOTTCOUNTY,M~SOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Shakopee,
Scott County, Minnesota, there have been called for redemption and prepayment on
February 1, 2005
all outstanding bonds of the City designated as General Obligation Building Bonds, Series 1997A,
dated June 1, 1997, having stated maturity dates of February 1 in the years 2006 through 2017, both
inclusive, totaling $2,190,000 in principal amount, and with the following CUSIP numbers:
Year of Maturity CUSIP
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
The bonds are being called at a price of par plus accrued interest to February 1, 2005, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo Bank
Minnesota, N.A., in the City of Minneapolis, Minnesota, (formerly known as Norwest Bank
Minnesota, N.A.) on or before February 1, 2005, at the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
Minneapolis, MN 55479-0113
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Importance Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2001, federal backup withholding tax will be withheld at the applicable
backup withholding rate in effect at the time the payment by the redeeming institutions if they are
not provided with your social security number or federal employer identification number, properly
certified. This requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank
or other financial institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: ,2004.
BY ORDER OF THE CITY COUNCIL
By /s/ Mark McNeill
City Administrator
City of Shakopee, Minnesota
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R'tUlS~O
REFUNDING ESCROW AGREEMENT
General Obligation Building Bonds, Series 1997 A
THIS AGREEMENT, made pursuant to Minnesota Statutes, Section 475.67, Subdivision 13
(Act) and executed by and between the City of Shakopee, Scott County, Minnesota (City), and U.S.
Bank National Association, St. Paul, Minnesota, a banking corporation whose deposits are insured
by the Federal D~osit Insurance Corporation and whose capital and surplus is not less than
$ (Escrow Agent):
WITNESSETH: That the parties hereto recite and, in consideration of the mutual covenants
contained herein, covenant and agree as follows:
1. The City, in accordance with resolution adopted by its governing body on and April
6, 2004, "Resolution Awarding the Sale of $ General Obligation Building
RefundingBonds, Series 2004B; Fixing Their Form and Specifications; Directing Their Execution
and Delivery; Providing for Their Payment; Providing for the Escrowing and Investment of the
Proceeds Thereof; and Providing for the Redemption of Bonds Refunded Thereby" (Resolution), a
certified copy of the latter of which has been filed with the Escrow Agent, has provided for the
refunding of certain outstanding general obligation bonds (Refunded Bonds) of the City, described
in said Resolution, by the issuance and sale of refunding obligations, designated as "General
Obligation Building Refunding Bonds, Series 2004B" (Refunding Bonds).
2. The. City has also, in accordance with the Resolution, issued and sold the Refunding
Bonds in the principal amount of $ , and has simultaneously invested the proceeds of
the Refunding Bonds in the amount of $ as follows (i) $ in securities
which are general obligations of the United States, securities whose principal and interest payments
are guaranteed by the United States, and securities issued by agencies of the United States
(collectively, the Federal Securities), as described in the schedule which is attached hereto, marked
Exhibit A and made a part hereof; and (ii) $ as an initial cash deposit; and has irrevocably
deposited all such securities with the Escrow Agent on the date of this Agreement. It is understood
and agreed that the dates and amounts of payments of principal and interest due on the securities so
deposited are as indicated in Exhibit A, and that. the principal and interest payments due on such
securities together with the initial cash deposit are such as to provide the funds required to pay all
interest payable on the Refunding Bonds to the date on which any ofthe Refunded Bonds have been
directed to be prepaid, as stated in the Resolution, and to pay the redemption price of the Refunded
Bonds on such date. The Refunded Bonds are the following:
a) $3,140,000 General Obligation Building Bonds, Series 1997A, dated June 1,
1997, of the City, of which $~,l90,000 in principal amount is subject to redemption and
prepayment on February 1,2005.
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3. The Escrow Agent acknowledges receipt of the securities described in paragraph 2
hereof and agrees that it will hold such securities in a special escrow account (Escrow Account)
created by the Resolutions in the name of the City, and will collect and receive on behalf of the City
all payments of principal and interest on such securities and will remit from the Escrow Account (i)
to the paying agent (paying Agent) for.the Refunding Bonds the funds required from time to time
for the payment of interest on the Refunding Bonds to the date of the redemption of the Refunded
Bonds which is February 1, 2005 (Redemption Date); and (ii) to the Paying Agent for the Refunded
Bonds the funds needed for the redemption and prepayment of the outstanding principal amount of
the Refunded Bonds on the Redemption Date. After provision for payment of all remaining
Refunded Bonds, the Escrow Agent will remit any remaining funds in the Escrow Account to the
City.
4. In order to insure continuing compliance with the Internal Revenue Code of 1986, as
amended, and regulations promulgated thereunder (collectively the Code), the Escrow Agent agrees
that it will not reinvest any cash received in payment of the principal of and interest on the Federal
Securities held in the Escrow Account. This prohibition on reinvestment shall continue unless and
until an opinion is received by Escrow Agent from nationally recognized bond counsel that
reinvestments, as specified in said opinion, may be made in a manner consistent with the Code.
Reinvestment, if any, of amounts in the Escrow Account made pursuant to this paragraph may be
made only in direct obligations of the United States of America which mature prior to the next date
on which either principal or interest on the Refunded Bonds is payable.
5. Escrow Agent expressly waives any lien upon or claim against the moneys and
investments in the Escrow Account.
6. If at any time it shall appear to the Escrow Agent that the money in the Escrow
Account allocable for such use hereunder will not be sufficient to make any interest payment due to
the holders of any of the Refunding Bonds, or principal payment due to the holders of any of the
Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon shall
forthwith deposit in Escrow Account from funds on hand and legally available to it such additional
funds as may be required to meet fully the amount to become due and payable. The City
acknowledges its obligation to levY ad valorem taxes on all taxable property in the City to the extent
required to produce moneys necessary for this purpose. The City and Escrow Agent acknowledge
receipt of a verification report from Grant Thornton LLP, certified public accountants, dated
, 2004, to the effect that such cash and securities are sufficient to comply with
the requirements of the Act.
7. The City will not repeal or amend the Resolution which calls the Refunded Bonds
for redemption on their Redemption Dates. The Escrow Agent shall cause the Notice of Call for
redemption attached hereto as Exhibit B to be mailed not less than 60 days prior to the Redemption
Date to the paying agent for the Refunded Bonds for the purpose of giving notice not less than 30
days prior to the Redemption Date to the registered owners of the Refunded Bonds to be redeemed,
at their addresses appearing in the bond register and also to the bank at which the principal and
interest on the Refunded Bonds are ths:n payable.
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8. On or before February 1,2005, the Escrow Agent shall submit to the City a report
covering all money it shall have received and all payments it shall have made or caused to be made
hereunder during the preceding twelvemonths. Such report shall also list all obligations held in the
Escrow Account and the amount of money on hand in the Escrow Account on such date.
9. It is recognized and agreed that title to the Federal Securities and cash, if any, held in
the Escrow Account from time to time shall remain vested in the City but subject always to the prior
charge and lien thereon of this Agreement and the use thereof required to be made by this
Agreement. The Escrow Agent shall hold all such money and obligations in a special trust fund and
account separate and wholly segregated from all other funds and securities of the Escrow Agent,
and shall never commingle such money or securities with other money or securities; provided,
however, that nothing herein contained shall. be construed to require the Escrow Agent to keep the
identical monies, or any part thereof, received for the Escrow Account on hand, but moneys of an
equal amount (except to the extent such are represented by investments permitted under this
Agreement) shall always be maintained on hand as funds held by the Escrow Agent as trustee,
belonging to the City, and a special account shall at all times be maintained on the books of the
Escrow Agent, together with such investments. In the event of the Escrow Agent's failure to
account for any money or obligations held by it in the Escrow Account, such money and obligations
shall be and remain the property of the City, and if for any reason such money or obligations cannot
be identified, all other assets of the Escrow Agent shall be impressed with a trust for the amount
thereof, and the City shall be entitled to a preferred claim upon such assets. It is understood and
agreed that the responsibility of the Escrow Agent under. this Agreement is limited to the
safekeeping and segregation of the funds and securities d~osited with it in the Escrow Account,
and the collection of and accounting for the principal and interest payable with respect thereto.
10. This Agreement is made by the City for the benefit of the holders of the Refunded
Bonds, and is not revocable by the City, and the investments and other funds d~osited in the
Escrow Account and all income therefrom have been irrevocably appropriated for the payment of
the callable principal amount of the Refunded Bonds at the Redemption Date and interest on the
Refunding Bonds to the Redemption Date in accordance with this Agreement.
11. This Agreement shall be binding upon and shall inure to the benefit of the City and
the Escrow Agent and their respective successors and assigns. In addition, this Agreement shall
constitute a third party beneficiary contract for the benefit ofthe holders of the Refunded Bonds and
said third party beneficiaries shall be entitled to enforce performance and observance by the City
and the Escrow Agent of the respective agreements and covenants herein contained as fully and
completely as if said third party beneficiaries were parties hereto. Any bank into which the Escrow
Agent may be merged or with which it may be consolidated or any bank resulting from any merger
or consolidation to which it shall be a party or any bank to which it may sell or transfer all or
substantially all of its corporate trust business shall, if the City approves, be the successor agent
without the execution of any document or the performance of any further act.
12. The Escrow Agent may at any time resign and be discharged of its obligations
hereunder by giving to the City Achnini~trator of the City written notice of such resignation not less
than 60 days before the date when the same is to take effect and by publication of a copy of such
notice in a daily or weekly Minnesota newspaper published in a Minnesota City of the first class, or
SJB-245773vl
SH155-142
its metropolitan area, which circulates throughout the state and furnishes financial news as part of its
service, not less than 30 days prior to such date; provided that the Escrow Agent shall return to the
County the pro rata portion of its fee which is allocable to the period of time commencing on the
effective date of such resignation. Such resignation shall take effect upon the date specified in the
notice, or upon the appointment and qualification of a successor prior to that date. In the event of
such resignation, a successor shall promptly be appointed by the City, and the City Administrator of
the City shall immediately give written notice thereof to the predecessor escrow agent and publish
the notice in the manner described in this paragraph 12. If, in a proper case, no appointment of a
successor agent is made within 45 days after the receipt by the City of notice of such resignation,
the Escrow Agent or the holder of any Refunded Bond may apply to any court of competent
jurisdiction to appoint a successor escrow agent, which appointment may be made by the Court after
such notice, if any, as the Court may prescribe. Any successor escrow agent appointed hereunder
shall execute, acknowledge and deliver to its predecessor escrow agent and to the City a written
acceptance of such appointment, and shall thereupon without any further act, deed or conveyance
become fully vested with all moneys, properties, duties and obligations of its predecessor, but the
predecessor shall nevertheless pay over, transfer, assign and deliver all moneys, securities or other
property held by it to the successor escrow agent, shall execute, acknowledge and deliver such
instruments of conveyance and do such other things as may reasonably be required to vest and
confirm more fully and certainly in the successor escrow agent all right, title and interest in and to
any property held by it hereunder. Any bank into which the Escrow Agent may be merged or with
which it may be consolidated or any bank resulting from any merger or consolidation to which it
shall be a party or any bank to which it may sell or transfer all or substantially all of its corporate
trust business shall, if the City approves, be the successor escrow agent without the execution of any
document or the performance of any further act.
13. The Escrow Agent acknowledges receipt of the sum of $ as its full
compensation for its servicesto be performed under this. Agreement.
14. The duties and. obligations of the Agent shall be as prescribed by the provisions of
this Agreement and the Agent shall not be liable hereunder except for failure to perform its duties
and obligations as specifically set forth herein or to act in good faith in the performance thereof and
no implied duties or obligations shall be incurred by the Agent other than those specified herein.
15. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or certified
mail addressed:
Ifto the City: 129 Holmes Street South
Shakopee, Minnesota 55379-1328
Attn: City Administrator
Ifto the Escrow Agent: U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
St. Paul, Minnesota 55107
Attn: Corporate Trust D~artment
SJB-245773vl
SH155-142
16. The exhibits which are a part ofthis Agreementare as follows:
Exhibit A Federal Securities
Exhibit B Notice of Call for Redemption
IN WITNESS WHEREOF the parties hereto have caused this instrument to be duly
executed by their duly authorized officers, in counterparts, each of which is deemed to be an
original agreement, on this _ day of ,2004.
SJB-245773vl
SH155-142
CITY OF SHAKOPEE, MINNESOTA
By
Its Mayor
(SEAL)
By
Its City Administrator
By
Its City Clerk
u.s. BANK NATIONAL ASSOCIATION
(SEAL) By
Its Corporate Trust Officer
SJB-245773vl
SH155-142
EXHIDIT B
NOTICE OF CALL FOR REDEMPTION
$3,140,000 GENERAL OBLIGATION BUILDING BONDS, SERIES 1997A
CITY OF SHAKOPEE
SCOTT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Shakopee,
Scott County, Minnesota, there have been called for redemption and prepayment on
February 1,2005
all outstanding bonds of the City designated as General Obligation Building Bonds, Series 1997A,
dated June 1, 1997, having stated maturity dates of February 1 in the years 2006 through 2017, both
inclusive, totaling $2,190,000 in principal amount, and with the following CUSIP numbers:
Year ofMaturitv CUSIP
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
The bonds are being called at a price of par plus accrued interest to February 1, 2005, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo Bank
Minnesota, N.A., in the City of Minneapolis, Minnesota, (formerly known as Norwest Bank
Minnesota, N.A.) on or before February 1,2005, at the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
Mirm!;?llPolis, MN 55479-0113
SJB-245773vl
SH155-142
Importance Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2001, federal backup withholding tax will be withheld at the applicable
backup withholding rate in effect at the time the payment by the redeeming institutions if they are
not provided with your social security number or federal employer identification number, properly
certified. This requirement is fulfilled by submitting a W-9 Form, which may be obtained at a barik
or other financial institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any r~resentation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: ,2004.
BY ORDER OF THE CITY COUNCIL
By Isl Mark McNeill
City Administrator
City of Shakopee, Minnesota
SJB-245773vl
SH155-142
, \
/,/
SSE. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN5S101-2887
651.223:3000 FAX: 651.223.3002
E- MAIL: advisors@sprin~sted ,com
// SPRINGSTED
~ Ad'"",,""" P..bIjd~"
$4,225,000
CITY OF SHAKOPEE, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2004A
(BOOK ENTRY ONLY)
AWARD: UBS FINANCIAL SERVICES INC.
CITIGROUP GLOBAL MARKETS, INC.
MORGAN STANLEY - MORGAN STANLEY OW INC.
CRONIN & COMPANY, INCORPORATED
CIBC WORLD. MARKETS
BEAR, STEARNS & CO.; INC.
CITIZENS BANK
And Associate
SALE: April 6, 2004 Moody's Rating: Aa3
Interest Net Interest True Interest
Rates Price Cost Rate
UBS FINANCIAL SERVICES INC. 2.25% 2006 $4,213,500.05 $1,294,998.39 3.7845%
CITIGROUPGLOBAL MARKETS, INC. 2.50% 2007
MORGAN STANLEY- MORGAN STANLEY 3.00% 2008-2010
DWINC.. 3.20% 2011
CRONIN & COMPANY, INCORPORATED 3.50% 2012
CIBC WORLD MARKETS 3.625% 2013
BEAR, STEARNS & CO., INC. 4.00% 2014~2016.
CITIZENS BANK 4.10% 2017
Kirlin Securities, Inc. 4.25% 2018
4.30% 2019
4.375% 2020-2021
4.50% 2022-2024
4.625% 2025
{Continued)
CORPORATE OFFICE: SAINT PAUL. MN . Visit ourwebsite alwww.springsled.com
DES MOINES. IA . MILWAUKEE. WI. . MINNf;APOLlS. MN . OVERLAND PARK. KS . VIRGINIA BEACH. VA . WASHINGTON. DC
,
Interest Net h,terest True Intere~t
Bidder Rates Price Cost Rate
PIPER JAFFRAY & CO. 2.00% 2006 $4,220,463.50 $1,319,441.19 3.8534%
2.50% 2007
2.75% 2008
3.00% 2009
3.37.5% 2010
3.50% 2011
4.00% 2012-2016
4.125% 2017-2018
4.30% 2019-2020
4.50% 2021-2022
4.625% 2023-2025
-----------------------..--..------------..----........---------------.------------------------------------.----------_...---------_...-----:------------_..._--------~----------..;
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.25% 2006 1.65%
2.50% 2007 2~00%
3.00% 2008 2.40%
3.00% 2009 2;70%
3.00% 2010 3.00%
3.20% 2011 3.25%
3.50% 2012 3.50%
3.625% 2013 3.75%
4.00% 2014 3.90%
4:00% 2015 4.00%
4.00% 2016 4.10%
4.10% 2017 4.20%
4.25% 2018 4.30%
4.30% 2019 4.40%
4.375% 2020 4.45%
4.375% 2021 4.50%
4.50% 2022 4.55%
4.50% 2023 4.60%
4.50% 2024 4.65%
4.625% 2025 4.70%
881:.4.59%
Average Maturity: 7.988 Years
\
,/ \
S5.E. SEVENTH PLACE,'SUlTEIOO
SAINT PAUL; MN 55101-2887
. 651.223.3000 FAX: 651.223.3002
E-MAIL: ildvisorS@springsted.com
#' SPRINGSTED
~ AJ,"," " 'M P~l" Sw~
$2,280,000*
CITY OF SHAKOPEE, MINNESOTA
GENERAL OBLIGATION BUILDING REFUNDING BONDS, SERIES 20048
(BOOK ENTRY ONLY)
AWARD: UBS FINANCIAL SERVICES INC.
CITIGROUP GLOBAL MARKETS, INC.
MORGAN STANLEY - MORGAN STANLEY DW INC.
CRONIN & COMPANY, INCORPORATED
CIBC WORLD MARKETS
BEAR, STEARNS & CO., INC.
CITIZENS BANK
And Associate
SALE: April 6, 2004 Moody's Rating: Aa3
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
UBS FINANCIAL SERVICES INC. 2.25% 2006 $2,270,380.45 $646,827.99 3.7082%
CITIGROUPGLOBAL MARKETS, INC. 2.50% 2007
MORGAN STANLEY - MORGAN STANLEY 3.00% 2008-2010
DWINC; 3.20% 2011
CRONIN & COMPANY, INCORPORATED 3.50% 2012
CIBC WORLD MARKETS 3.625% 2013
BEAR, STEARNS & CO., INC. 4.00% 2014-2016
CITIZENS BANK 4.10% 2017
Kirlin Securities, Inc.
PIPER JAFFRAY & CO. 2.00% 2006 $2,272,840.95 $660,618.43 3.7875%
2.50% 2007
2.75% 2008
3.00% 2009
3.375% 2010
3.50% 2011
4.00% 2.()12-2017
(Continued)
CORPORATE. OFFICE:. SAINTPA UL, MN . Visit ourwebsite at www.springsted.com
DESMOINES,IA . MILWAUKEE,WI. MINNEAPOLIS,MN . OVERLANnPARK,KS . VIRGINIABEACH,VA . WASHlNGTON,DC
I
I ",
---------------.-...----~------:----------------~-------------_._-------------------..__.._--------------~-----.-------------------..--.------...----------------------.--.....---.~
;
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
2.25% 2006 1.65%
2.50% 2007 . ., 2.00%
3.00% 2008 2.40%
,3.00% 2009 2.70%
3.00% 2010 3.00%
3.20% 2011 3.25%
3.50% 2012 3.50%
3.625% 2013 3.75%
4.00% 2014 3.90%
4.00% 2015 4.00%
4.00% 2016 4.10%
4.10% 2017 4.15%
881:4.59%
Average Maturity: 7.618 Years
* Subsequent to bid opening, the issue size decreased from $2,280,000 to $2,275,000. The February 1, 2010 maturity
decreased by $5, 000.
\