21-078 Awarding Bond SaleExtract of Minutes of Meeting of the
City Council of the City of Shorewood
Hennepin County, Minnesota
Pursuant to due call and notice thereof, a meeting of the City Council of the City of
Shorewood, Minnesota, was duly held at the City Hall in the City, on Monday, July 12, 2021, at
7:00 o'clock P.M.
The Mayor announced that the meeting was convened for the purpose of considering
proposals for the purchase of $4,325,000 General Obligation Street Reconstruction and Utility
Revenue Bonds, Series 2021A.
It was reported that three (3) proposals for the purchase of the City's General Obligation
Street Reconstruction and Utility Revenue Bonds, Series 2021A (the principal amount being
subject to adjustment in accordance with the Terms of Offering), had been received prior to 12:00
p.m., Central Time, pursuant to the Terms of Offering contained in the Preliminary Official
Statement, dated July 6, 2021; that the proposals had been opened, read and tabulated; and that the
best proposal of each proposal maker was determined to be as follows:
fy45/:TOWNIT419MIN 7
4823-6420-0176.2
City of Shorewood, Minnesota
$4,325,000
General Obligation Street Reconstruction & Utility Revenue Bonds, Series 2021A
SUMMARY OF BOND SALE RESULTS
Sale Date: July 12,2021 S & P Global Ratings: AA+lStable
Northland Securities, Inc.
WpAipftlml
2031
2032
2033
2034
x.
Robert W. Baird & Co., Inc.
0womusk-TV
2031
2032
2033
2034
ROK Financial Securities, Inc.
1.0DIA
1.1011/0
1.20%
1.30%
1.35%
1.7(r% '
2.0(rk '
2023-2034 2.OD%
2035-2038 2. 0 M/4
2039-2042 2.10%
* denoles Twm Bonds
Reoffering Prices
2023
101.204
2024
101.874
2025
102.088
2026
102.226
2027
102.164
2020
101.585
2029
100.630
2030-2042
Par
Purchase Price $ 4,326,89230
Net interest Cost $ 453,748.76
Net Interest Rate 1.2111940/6
Purchase Price $ 4,318,483.15
Net Intemst Cost $ 466,833.41
Not Interest Rate 1.3255%
Purchase Price $ 4,482,05325
Wt tntamst Cost $ 551,699.50
Not Interest Rate 1.5665%
4823-6420-0176.2
The Council introduced the following written resolution and moved its adoption:
RESOLUTION NO.21-078
RESOLUTION AWARDING SALE
$4,325,000
GENERAL OBLIGATION STREET RECONSTRUCTION AND UTILITY
REVENUE BONDS, SERIES 2021A,
FIXING THE FORM AND SPECIFICATIONS
THEREOF, PROVIDING FOR THEIR EXECUTION AND
DELIVERY, AND LEVYING TAXES AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED by the City Council (the "City Council") of the City of Shorewood
(the "City"), Minnesota, as follows:
FERN 9: [019Y/IrY CUOMO 11PyI411
1.01. Authorization and Purpose. At a meeting held on July 12, 2021, this City Council
determined to sell and issue its general obligation bonds of the City in the total aggregate principal
amount of approximately $4,325,000 (as more fully described herein, the "Bonds"). In the Terms
of Offering (the "Terms of Offering"), the City reserved the right, after proposals were opened
and prior to award, to increase or decrease the principal amount of the Bonds offered for sale or
the amount of any individual maturity, with the increase or decrease to occur in multiples of $5,000
in any of the maturities. The Terms of Offering are hereby ratified and confirmed in all respects
and are incorporated herein by reference as though fully specified in this Article. The Bonds
consist of two components issued for the purposes described in Section 2.09 hereof.
1.02. Sale. The City Council, having been advised by David Drown Associates, Inc., its
independent municipal advisor (the "Municipal Advisor"), previously authorized its Municipal
Advisor to solicit proposals on behalf of the City for the sale of the Bonds (as defined below) on
a competitive basis without requirement of published notice, all in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2. The City Council has publicly received and considered
all proposals presented in conformity with the Terms of Offering. The most favorable of such
proposals is ascertained to be that of Northland Securities, Inc. (the "Purchaser") to purchase the
Bonds at a price of $4,326,892.70 (the "Purchase Price") plus interest accrued to settlement, and
upon the further terms and conditions set forth in the Terms of Offering and this resolution. The
proposal of the Purchaser is hereby accepted and the sale of the Bonds is hereby awarded to the
Purchaser.
1.03. Execution of Documents; Good Faith Deposit. The Mayor, the City
Administrator, City Clerk and the Finance Director (including anyone authorized to act on his or
her behalf, the "Authorized Officers"), or each individually, is authorized and directed to endorse
an acceptance on both copies of the most favorable proposal and to send one copy to the Purchaser.
The Finance Director of the City is directed to deposit the good faith deposit of the Purchaser,
specified in the Terms of Offering, pending delivery of the Bonds and payment therefor.
4823-6420-0176.2
1.04. Compliance with the Laws. All acts, conditions and things required by the
Constitution and laws of the State of Minnesota to be done, to happen and to be performed
precedent to the issuance of the Bonds having been done, having happened and having been
performed in regular and due form, time and manner as required by law, the City Council hereby
finds and determines that it is necessary for this City Council to provide for the issuance, sale and
deliver of the Bonds, to establish the form and terms of the Bonds and to provide for the payment
and the security thereof.
ARTICLE II
AUTHORIZATION; BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY
2.01. Authorization and Designation. The City Council hereby authorizes the issuance
of its General Obligation Street Reconstruction and Utility Revenue Bonds, Series 2021A under
the terms provided in this resolution.
2.02. Maturities, Interest Rates and Denominations. The Bonds shall be originally
dated their date of original issue and delivery (July 28, 2021), shall be issued and sold in
denominations of $5,000 or any integral multiple thereof within a single maturity, shall mature on
February I in the years and amounts set forth below and shall bear interest at the rates per annum
set forth below opposite such years and amounts from their date of original issue or from the most
recent Interest Payment Date to which interest has been paid or duly provided for until paid or duly
called for redemption (if any), as follows:
Maturity Date
(February 1)
Principal Amount
Interest Rate
2023
$310,000
1.000%
2024
310,000
1.000
2025
315,000
1.000
2026
315,000
1.000
2027
320,000
1.000
2028
320,000
1.000
2029
325,000
1.000
2030
325,000
1.000
2031
330,000
1.100
2032
330,000
1.200
2033
335,000
1.300
2034
340,000
1.350
2038*
220,000
1.700
2042*
230,000
2.000
*Term Bonds
The Bonds shall be issuable only in fully registered form. Interest shall be computed on the
basis of a 360-day year composed of twelve 30-day months. The interest thereon and, upon
surrender of each Bond, the principal amount thereof, shall be paid by check or draft issued by
U.S. Bank National Association (the "Paying Agent") described herein; provided, however, that
so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in
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4823-6420-0176.2
accordance with Section 2.08 hereof, the principal of and the interest on the Bonds shall be paid
in accordance with the operational arrangements of the securities depository.
The maturities set forth above, together with the maturities of all other outstanding general
obligation bonds of the City, meet the requirements of Minnesota Statutes, Section 475.54.
2.03. Dates and Interest Payments. Upon initial delivery of the Bonds pursuant to
Section 2.07 hereof and upon any subsequent transfer or exchange pursuant to Section 2.06 hereof,
the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. The
interest on the Bonds shall be payable on February 1 and August 1 (each, an "Interest Payment
Date"), commencing February 1, 2022, to the owners of record thereof as of the close of business
on the fifteenth day of the immediately preceding month, whether or not such day is a business
day the ("Record Date").
If any payments of interest due on the Bonds on an Interest Payment Date are not timely
made, such interest shall cease to be payable to the registered owners as of the Record Date for
such Interest Payment Date and shall be payable to the registered owners of the Bonds as of a
special date of record for payment of such defaulted interest as shall be designated by the Registrar
whenever monies for the purpose of paying such defaulted interest becomes available.
If the date for payment of the principal of or the interest on the Bonds shall be a Saturday,
Sunday, legal holiday or day on which banking institutions in the city in which the principal
corporate trust office of the Registrar is located are authorized by law or executive order to close,
the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal
holiday or day on which such banking institutions are authorized to close, and payment on such
day shall have the same force and effect as if made on the nominal payment date.
2.04. Redemption.
(a) Optional Redemption. All Bonds maturing on or after February 1, 2029, are subject
to redemption and prior payment in whole or in part in such order as the City may determine and
by lot within a maturity at the option of the City on February 1, 2028, and any date thereafter at
par and accrued interest. All Bonds shall be redeemed at a price of par plus accrued interest to the
date of redemption. If redemption is in part, the selection of the amounts and maturities of the
Bonds to be redeemed shall be at the discretion of the City. If only part of the Bonds having a
common maturity date are called for redemption, then the City or Paying Agent, if any, will notify
DTC of the particular amount of such maturity to be redeemed. 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 interest in such maturity to be redeemed.
(b) Mandatory Sinking Fund Redemption. The Bonds maturing on February 1, 2038
and 2042 (collectively, the "Term Bonds") are subject to mandatory redemption prior to maturity
from sinking fund payments at a redemption price equal to the principal amount of the Bonds to
be so redeemed plus accrued interest thereon to the date fixed for redemption, on February 1 in
years and principal amounts set forth below, respectively:
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4823-6420-0176.2
February 1, 2038 Term Bond
Mandatory Redemption Date
February 1, 2035
February 1, 2036
February 1, 2037
February 1, 2038*
*Final Maturity
Principal Amount
$55,000
55,000
55,000
55,000
February 1, 2042 Term Bond
Mandatory Redemption Date Principal Amount
February 1, 2039 $55,000
February 1, 2040 55,000
February 1, 2041 60,000
February 1, 2042* 60,000
*Final Maturity
(c) Notice of Redemption. Notice of redemption of Bonds stating their designation, date,
maturity, principal amounts and the redemption date shall be given by the Registrar by mailing
such notice by first class mail, postage prepaid, not more than 60 days and not less than 30 days
prior to the date fixed for redemption (or such shorter period as may be acceptable to the then
registered owner of the Bonds) to the registered owners at their most recent addresses appearing
upon the books of the Registrar. Failure to give notice to any particular registered owner or any
defect in the notice given to such owner shall not affect the validity of the proceedings calling the
Bonds or the redemption of any Bonds for which proper notice has been given. Notice of
redemption need not be given to the holder of any Bonds, whether registered or not, who has
waived notice of redemption. Notice of redemption having been given as provided above or notice
of redemption having been waived by the owners of Bonds called for redemption to whom such
notice has not been given as provided above, the Bonds so called for redemption shall become due
and payable on the designated redemption date.
2.05. Appointment of Initial Registrar. The City hereby appoints U.S. Bank National
Association in St. Paul, Minnesota, as the initial bond registrar, transfer agent and paying agent
(the "Registrar"). The Authorized Officers, or each individually, is authorized to execute and
deliver, on behalf of the City, a contract with the Registrar (the "Registrar Agreement"). The
Registrar shall have only such duties and obligations as are expressly specified by this Resolution
and the Registrar Agreement, and no other duties or obligations shall be implied to the Registrar,
except as may be set forth in a written agreement between the City and a successor Registrar.
The City agrees to pay the reasonable and customary charges of the Registrar for the
services performed. The Registrar shall notify the City in writing of any changes in its principal
corporate trust office as set forth in this Section.
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4823-6420-0176.2
Upon merger or consolidation of the Registrar with another corporation, if the resulting
corporation is a bank or trust company authorized by law to conduct such business, such
corporation shall be authorized to act as successor Registrar.
The City reserves the right to remove the Registrar upon thirty (30) days' notice and upon
the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all
cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to
the successor Registrar. The Authorized Officers, or each individually, is authorized to remove the
Registrar as provided herein if such officer determines removal is in the best interest of the City.
Upon such removal, any Authorized Officer may appoint a successor Registrar and execute a
Registrar Agreement with such successor Registrar in a form substantially similar to that approved
by the City Council pursuant to this Resolution, but with such changes as such officer deems
appropriate or necessary.
2.06. Registration. The effect of registration and the rights and duties of the City and
the Registrar with respect thereto shall be as follows:
(a) Re ig ster. The Registrar shall keep at its principal corporate trust office a
bond register in which the Registrar shall provide for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar shall authenticate
and deliver, in the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after any Record
Date and until the immediately succeeding Interest Payment Date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered
owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of
a like aggregate principal amount and maturity, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be
promptly canceled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of transfer is valid and genuine and
that the requested transfer is legally authorized. The Registrar shall incur no liability for
the refusal, in good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
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4823-6420-0176.2
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name any Bond is at any time registered in the bond register as the absolute owner
of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on such Bond and for all other
purposes, and all such payments so made to any such registered owner or upon the owner's
order shall be valid and effectual to satisfy and discharge the liability upon such Bond to
the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to such
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become
mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the
Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon
filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate
bond or indemnity in form, substance and amount satisfactory to it, in which both the City
and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar
shall be canceled by it and evidence of such cancellation shall be given to the City. If the
mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption
in accordance with its terms it shall not be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated authenticating
agent for the Bonds, within the meaning of Minnesota Statutes, Section 475.55,
Subdivision 1.
0) Valid Obligations. All Bonds issued upon any transfer or exchange of
Bonds shall be the valid obligations of the City, evidencing the same debt, and entitled to
the same benefits under this Resolution as the Bonds surrendered upon such transfer or
exchange.
2.07. Execution; Authentication and Delivery. The Bonds shall be prepared under the
direction of the City Administrator and shall be executed on behalf of the City by the manual or
facsimile signatures of each of the Mayor and the City Clerk, provided that all signatures may be
printed, engraved, or lithographed facsimiles of the originals. In case any officer whose signature,
or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before
the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for
all purposes, the same as if such officer had remained in office until delivery. Notwithstanding
such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on such Bond has been
duly executed by the manual signature of the Registrar. The executed certificate of authentication
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4823-6420-0176.2
on each Bond shall be conclusive evidence that it has been authenticated and delivered under this
Resolution. When the Bonds have been so executed and authenticated, they shall be delivered by
the Finance Director to the Purchaser upon payment of the Purchase Price in accordance with the
contract of sale heretofore made and executed.
2.08. Securities Depository.
(a) For purposes of this section the following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond, the person
in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant
on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor
nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New York.
"Participant" shall mean any broker -dealer, bank or other financial institution for
which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant to which the
City agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully registered
bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds.
Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the
name of Cede & Co., as nominee of DTC. The Registrar and the City may treat DTC (or its
nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of
payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be
redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds
under this Resolution, registering the transfer of Bonds, and for all other purposes whatsoever; and
neither the Registrar nor the City shall be affected by any notice to the contrary. Neither the
Registrar nor the City shall have any responsibility or obligation to any Participant, any person
claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or
any other person which is not shown on the bond register as being a registered owner of any Bonds,
with respect to the accuracy of any records maintained by DTC or any Participant, with respect to
the payment by DTC or any Participant of any amount with respect to the principal of or interest
on the Bonds, with respect to any notice which is permitted or required to be given to owners of
Bonds under this Resolution, with respect to the selection by DTC or any Participant of any person
to receive payment in the event of a partial redemption of the Bonds, or with respect to any consent
given or other action taken by DTC as registered owner of the Bonds. So long as any Bond is
registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of
and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede &
Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid
and effective to fully satisfy and discharge the City's obligations with respect to the principal of
and interest on the Bonds to the extent of the sum or sums so paid. No person other than DTC shall
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4823-6420-0176.2
receive an authenticated Bond for each separate stated maturity evidencing the obligation of the
City to make payments of principal and interest. Upon delivery by DTC to the Registrar of written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof.
(c) If the City determines that it is in the best interest of the Beneficial Owners that
they be able to obtain Bonds in the form of bond certificates, the City may notify DTC and the
Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds
in the form of certificates. In such event, the Bonds will be transferable in accordance with
paragraph (e) hereof DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving notice to the City and the Registrar and discharging its responsibilities
with respect thereto under applicable law. In such event the Bonds will be transferable in
accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by the Authorized
Officers, or each individually, if not previously filed with DTC, is hereby authorized and directed.
(e) If any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof,
such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be
transferred or exchanged and appropriate instruments of transfer to the permitted transferee in
accordance with the provisions of this Resolution. If Bonds in the form of certificates are issued
to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or
another securities depository as owner of all the Bonds, the provisions of this Resolution shall also
apply to all matters relating thereto, including, without limitation, the printing of such Bonds in
the form of bond certificates and the method of payment of principal of and interest on such Bonds
in the form of bond certificates.
2.09. Components of the Bonds. The Bonds consist of two components: (a) $1,040,000
in principal amount of Bonds (the "Utility Portion") which are being issued pursuant to Minnesota
Statutes, Section 444.075 for the purpose of financing construction of the sewer, water and storm
sewer improvements as outlined in the City's 10-year Capital Improvement Plan (the "Utility
Projects"), and (b) $3,285,000 in principal amount of Bonds (the "Street Reconstruction
Portion") which are being issued pursuant to Minnesota Statutes, Section 475.58, Subdivision 3b
for the purpose of financing a portion of the street reconstruction (the "Street Reconstruction
Project") described in the 5-year street reconstruction plan approved by the City Council on May
11, 2020. The Utility Portion and the Street Reconstruction Portion consist respectively of Bonds
maturing in the years and amounts as follows:
Year
Utility Portion
Street Reconstruction Portion
2023
$45,000
$265,000
2024
45,000
265,000
2025
50,000
265,000
2026
50,000
265,000
2027
50,000
270,000
2028
50,000
270,000
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4823-6420-0176.2
2029
50,000
275,000
2030
50,000
275,000
2031
50,000
280,000
2032
50,000
280,000
2033
50,000
285,000
2034
50,000
290,000
2035
55,000
2036
55,000
2037
55,000
2038
55,000
2039
55,000
2040
55,000
2041
60,000
2042
60,000
ARTICLE III
FORM OF BONDS
The Bonds, the Registrar's Authentication Certificate and the form of assignment shall be
in substantially the following form:
No.
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF SHOREWOOD
GENERAL OBLIGATION
STREET RECONSTRUCTION AND UTILITY REVENUE BOND,
SERIES 2021A
Interest Rate
Registered Owner:
Principal Amount:
Maturity
Cede & Co.
Date of Original Issue
July 28, 2021
F19
CUSIP
The City of Shorewood, Hennepin County, Minnesota, for value received, hereby promises
to pay to the Registered Owner specified above, or registered assigns, the Principal Amount
specified above on the maturity date specified above, upon the presentation and surrender hereof,
and to pay to the Registered Owner hereof interest on such Principal Amount at the Interest Rate
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4823-6420-0176.2
specified above from July 28, 2021, or the most recent interest payment date to which interest has
been paid or duly provided for as specified below, on February 1 and August 1 of each year,
commencing February 1, 2022, until said principal amount is paid. Principal is payable in lawful
money of the United States of America at the office of U.S. Bank National Association, in St. Paul,
Minnesota, as Bond Registrar or of its successor as Bond Registrar designated by the City upon
60 days' notice to the registered owners at their registered addresses. Interest shall be paid on each
February 1 and August 1 interest payment date by check or draft mailed to the person in whose
name this Bond is registered at the close of business on the 15th day of the month preceding each
interest payment date (whether or not a business day) at said person's address set forth on the
registration books maintained by the Bond Registrar. Any such interest not punctually paid or
provided for will cease to be payable to the owner of record as of such regular record dates and
such defaulted interest may be paid to the person in whose name this Bond shall be registered at
the close of business on a special record date for the payment of such defaulted interest established
by the Bond Registrar.
All Bonds maturing on or after February 1, 2029, are subject to redemption and prior
payment in whole or in part in such order as the City may determine and by lot within a maturity
at the option of the City on February 1, 2028, and any date thereafter at par and accrued interest.
Notice of redemption of Bonds stating their designation, date, maturity, principal amounts and the
redemption date shall be given by the Registrar by mailing such notice by first class mail, postage
prepaid, not more than 60 days and not less than 30 days prior to the date fixed for redemption (or
such shorter period as may be acceptable to the then registered owner of the Bonds) to the
registered owners at their most recent addresses appearing upon the books of the Registrar. Failure
to give notice to any particular registered owner or any defect in the notice given to such owner
shall not affect the validity of the proceedings calling the Bonds or the redemption of any Bonds
for which proper notice has been given. Notice of redemption need not be given to the holder of
any Bonds, whether registered or not, who has waived notice of redemption. Notice of redemption
having been given as provided above or notice of redemption having been waived by the owners
of Bonds called for redemption to whom such notice has not been given as provided above, the
Bonds so called for redemption shall become due and payable on the designated redemption date.
Any Bond called for redemption, and for the payment of which moneys are set aside by the City
on the redemption date, shall not bear interest after the redemption date, regardless of any delay in
its presentation.
During such time as this Bond is registered in the name of Cede & Co., as nominee of
Depository Trust Company ("DTC"), the method of payment, notice of redemption and certain
other matters are subject to the terms of the Representation Letter executed by the City and DTC
prior to the date of issuance of the Bonds as such Representation Letter may be amended from
time to time.
This Bond is one of an issue of Bonds in the aggregate principal amount of $4,325,000, all
of like date and tenor except as to maturity, interest rate and redemption privilege, issued pursuant
to and in full conformity with the Constitution and Laws of the State of Minnesota, including
Minnesota Statutes, Section 444.075 and Chapter 475, including Section 475.58, Subd. 3b, for the
purpose of constructing certain utility improvements and street reconstruction. This Bond is
payable from (i) ad valorem taxes levied under the Resolution, and, (ii) to the extent provided by
the Resolution described below, net revenues of the City's sewer, water and storm sewer utilities.
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4823-6420-0176.2
Notwithstanding the foregoing, this Bond constitutes a general obligation of the City and to
provide moneys for the prompt and full payment of said principal and interest as the same become
due the full faith and credit of the City is hereby irrevocably pledged, and the City will levy
additional ad valorem taxes on all taxable property in the City, if required for such purpose, without
limitation as to rate or amount.
This Bond is transferable, as provided by the Resolution of the City Council authorizing
the issuance of the Bonds of this series adopted July 12, 2021 (the "Resolution"), only upon books
of the City kept at the office of the Bond Registrar by the Registered Owner hereof in person or
by the Registered Owner's duly authorized attorney, upon surrender of this Bond for transfer at
the office of the Bond Registrar, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Bond Registrar duly executed by, the Registered Owner hereof
or the Registered Owner's duly authorized attorney, and, upon payment of any tax, fee or other
governmental charge required to be paid with respect to such transfer, one or more fully registered
Bonds of the series of the same principal amount, maturity and interest rate will be issued to the
designated transferee or transferees. The Registered Owner of this Bond may be treated as the
absolute owner hereof for all purposes.
The Bonds of this series are issuable only as fully registered bonds without coupons in
denominations of $5,000 or any integral multiple thereof not exceeding the principal amount
maturing in any one year. As provided in the Resolution and subject to certain limitations therein
set forth, the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds
of this series of a different authorized denomination, as requested by the Registered Owner or the
owner's duly authorized attorney upon surrender thereof to the Bond Registrar.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed
precedent to and in the issuance of this Bond have been done, have happened and have been
performed in regular and due form, time and manner as required by law and that this Bond, together
with all other indebtedness of the City outstanding on the date of its issuance, does not exceed any
constitutional or statutory limitation of indebtedness.
This Bond shall not be valid or become obligatory for any purpose until the Certificate of
Authentication and Registration hereon shall have been signed by the Bond Registrar.
IN WITNESS WHEREOF, the City of Shorewood, Minnesota, by its City Council, has
caused this Bond to be executed in its behalf by the facsimile signature of the Mayor and by the
facsimile signature of the City Clerk, all as of the Date of Original Issue specified above.
(Facsimile Signature)
Mayor
(Facsimile Signature)
City Clerk
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4823-6420-0176.2
BOND REGISTRAR'S
CERTIFICATE OF AUTHENTICATION AND REGISTRATION
This is one of the Bonds described in the within mentioned Resolution and this Bond has
been registered as to principal and interest in the name of the Registered Owner identified above
on the registration books of the City of Shorewood, Minnesota.
Dated: July 28, 2021
U.S. BANK NATIONAL ASSOCIATION
As Bond Registrar
Authorized Signature
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto
(Please Print or Typewrite Name and Address of Transferee)
the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints
attorney to transfer the within Bond on the books kept for
registration thereof, with full power of substitution in the premises.
Dated:
Please Insert Social Security Number or Other
Identifying Number of Assignee
Signature Guaranteed:
Signatures must be guaranteed by a national bank or trust
company or by a brokerage firm having membership in
one of the major stock exchanges.
Notice: The signature to this assignment must correspond
with the name as it appears on the face of this Bond in
every particular, without alteration or any change
whatever
[end of bond form]
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4823-6420-0176.2
ARTICLE IV
USE OF PROCEEDS
Use of Proceeds.
(i) $1,022,636.10 of the proceeds of the Bonds shall be accounted for as a
separate construction fund and used for construction of the Utility Project. $3,559,626.80
of the proceeds of the Bonds shall be accounted for as a separate construction fund and
used for the Street Reconstruction Project. $16,030.29 of the proceeds of the Bonds shall
be deposited in the Debt Service Fund and used to pay interest on the Street Reconstruction
Portion of the Bonds due February 1, 2022.
(ii) The remainder of the proceeds of the Bonds may be disbursed by the City
to pay the costs of issuing the Bonds. The City may also pay such costs from other legally
available moneys.
ARTICLE V
CREATION OF FUNDS; ESTABLISHMENT AND PLEDGE OF TAX LEVIES;
INVESTMENTS
Section 5.01. General Obligation Street Reconstruction and Utility Revenue Bonds,
Series 2021A Debt Service Fund. The principal of and the interest on the Bonds shall be paid
from a "General Obligation Street Reconstruction and Utility Revenue Bonds, Series 2021A Debt
Service Fund" (the "Debt Service Fund") which shall be created and maintained on the books of
the City as a separate debt payment fund until the Bonds, and all interest thereon, are fully paid.
All available net revenues of the City's sewer, water and storm sewer systems, to the extent
necessary to pay principal and interest on the Utility Portion of the Bonds, and the ad valorem
taxes levied and collected as hereinafter specified shall be credited to the Debt Service Fund, as
well as any other funds appropriated by the City for the payment of the Bonds. The net revenues
of the sewer, water and storm sewer system are hereby pledged to the payment of principal and
interest on the Utility Portion of the Bonds, but not the Street Reconstruction Portion. The City
hereby covenants that it shall impose and collect charges of the nature authorized by Minnesota
Statutes, Section 444.075, at the times and in the amounts sufficient to pay principal and interest
on the Utility Portion of the Bonds. If any payment of principal of or interest on the Bonds shall
become due when there is not sufficient money in the Debt Service Fund to make such payment,
the City Treasurer shall pay the same from any other available fund of the City, and such other
fund shall be reimbursed for such advances out of the proceeds of such revenues and the taxes
levied for the payment of the Bonds when available.
The moneys and investments in the Debt Service Fund shall be used for no other purpose
than to pay principal and interest on the Bonds until such principal and interest shall have been
paid in full.
Section 5.02. General Obligations; Establishment and Pledge of Tax Levies. The
Bonds shall be direct, general obligations of the City, and the City irrevocably pledges the full
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faith and credit and the tax power of the City to the prompt payment of the principal of, premium,
if any, and the interest on the Bonds as the same become due. As required by Minnesota Statutes,
Section 475.61, Subdivision 1, there is hereby levied on all taxable property in the City a direct,
annual ad valorem tax which shall be spread upon the tax rolls for collection in the years and
amounts as follows, as a part of other general taxes of the City, as follows:
Levy Year
Collection Year
Amount
2021
2022
$ 35,856.33
2022
2023
299,235.00
2023
2024
296,585.00
2024
2025
293,935.00
2025
2026
291,285.00
2026
2027
293,610.00
2027
2028
290,910.00
2028
2029
293,185.00
2029
2030
290,435.00
2030
2031
292,520.00
2031
2032
289,300.00
2032
2033
290,767.50
2033
2034
291,957.50
Such tax shall be in excess of and in addition to all other taxes now or hereafter authorized
to be levied by the City. The special tax described herein and all receipts therefrom are pledged to
the payment of debt service on the Bonds. Such tax shall be irrepealable as long as any of the
Bonds are outstanding and unpaid; provided that the City reserves the right and power to reduce
the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61. It is
hereby estimated that the net revenues of the City's sewer, water and storm sewer systems will be
sufficient to pay principal and interest on the Utility Portion of the Bonds when due and that tax
levies are not expected to be required for such purpose. The foregoing initial tax levy is made for
the purpose of providing for payment of principal and interest on the Street Reconstruction Portion
of the Bonds. It is hereby found and determined that the foregoing taxes, if collected in full, will,
together with estimated collections of pledged revenues, produce at five percent (5%) in excess of
the annual principal and interest requirements of the Bonds; but the Bonds are general obligations
of the City to which the full faith, credit and unlimited taxing powers of the City have been and
are hereby pledged; and the City Council shall levy general ad valorem taxes on all taxable
property in the City, if necessary, to pay the principal of and interest on the Bonds when due. If,
as of the date tax levies are certified in any year, the sum of the balance in the Debt Service Fund
plus estimated collections of pledged special assessments and any ad valorem taxes theretofore
levied for the payment of Bonds payable therefrom and collectible through the end of the following
calendar year is not sufficient to pay when due all principal and interest to become due on all
Bonds payable therefrom in said following calendar year, or the Debt Service Fund has incurred a
deficiency in the manner provided in Section 5.02 hereof, an additional direct, irrepealable, ad
valorem tax shall be levied on all taxable property within the corporate limits of the City for the
purpose of restoring such accumulated or anticipated deficiency in accordance with the provisions
of this Resolution.
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4823-6420-0176.2
Section 5.03. Investments. Moneys in each of the funds and accounts created and
established by this Resolution shall be deposited, invested and secured in accordance with State
law. Moneys held in such funds and accounts may be invested by the City or at its direction in
such amounts and maturing at such times as shall reasonably provide for moneys to be available
when required in the accounts or funds; provided, however, that no such investment shall be made
for a period extending longer than to the date when the moneys invested may be needed for the
purpose for which such fund or account was created; and provided further that such investments
shall be subject to the covenants and provisions of the Article VII hereof. All interest on any
authorized investment held in any fund or account shall accrue to and become a part of such fund
or account. All money held in the funds created by this Resolution shall be kept separate and apart
from all other funds of the City so that there shall be no commingling of such funds with any other
funds of the City.
ARTICLE VI
CERTIFICATION OF PROCEEDINGS
6.01. Filing with County Auditor. The City Clerk of the City is hereby authorized and
directed to file with the County Auditor of Hennepin County a certified copy of this Resolution
together with such other information as the County Auditor shall require and to obtain from the
County Auditor a certificate that the Bonds have been entered upon the bond registers and that the
tax for the payment of the Bonds has been levied as required by law.
6.02. Certification of Proceedings. The officers of the City and the County Auditor are
hereby authorized and directed to prepare and furnish to the Purchaser and to Kutak Rock LLP,
Bond Counsel, certified copies of all proceedings and records of the City relating to the Bonds and
to the financial condition and affairs of the City, and such other affidavits, certificates and
information as may be required to show the facts relating to the legality and marketability of the
Bonds as they appear from the books and records under the officer's custody and control or as
otherwise known to the them. All such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City to the correctness of all
statements contained herein.
6.03. Official Statement. The Preliminary Official Statement relating to the Bonds, as
of its date July 6, 2021, prepared and distributed by the Municipal Advisor, including any
amendments or supplements thereto, is hereby ratified, approved and deemed "final" for purposes
of Rule 15c2-12 promulgated under the Securities and Exchange Act of 1934, as amended ("Rule
15c2-12"). The Municipal Advisor is hereby authorized on behalf of the City to prepare and
distribute to the Purchaser, within seven business days from the date hereof, a final Official
Statement listing the offering prices, the interest rates, selling compensation, delivery date, the
underwriters and such other information relating to the Bonds required to be included in the
Official Statement by Rule 15c2-12. The use and public distribution of the final Official Statement
by the Purchaser in connection with the offering and sale of the Bonds is hereby authorized. The
officers of the City are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official Statement.
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4823-6420-0176.2
ARTICLE VII
COVENANTS AND ARBITRAGE MATTERS
7.01. Restrictive Action. The City covenants and agrees with the registered owners of the
Bonds that the City (a) will not take or permit to be taken by any of its officers, employees or
agents any actions that would cause interest on the Bonds to become includable in gross income
of the recipient under the Code and applicable Regulations, and (b) will take any and all actions
within its powers to ensure that the interest will not become includable in gross income of the
recipient under the Code and the Regulations. So long as the Bonds are outstanding, the City shall
not enter into any lease, management agreement, use agreement or other contract with any
nongovernmental entity which would cause the Bonds to be considered "private activity bonds"
or "private loan bonds" pursuant to Section 141 of the Code.
7.02. Arbitrage Certification. The Authorized Officers, or each individually, is
authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the
provisions of Section 148 of the Code and applicable Regulations stating the facts, estimates and
circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable
to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be "arbitrage bonds" within the meaning of the Code and the Regulations.
7.03. Arbitrage Rebate. The City Council acknowledges that the Bonds are subject to
the rebate requirements of Section 148(f) of the Code and covenants to retain such records, make
such determinations, file such reports and documents and pay such amounts at such times as are
required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on
the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an
exception from the rebate requirement pursuant to one of the spending exceptions set forth in
Section 1.148-7 of the Regulations and no "gross proceeds" of the Bonds (other than amounts
constituting a "bona fide debt service fund") arise during or after the expenditure of the original
proceeds thereof.
7.04. Filing. The officers of the City are hereby authorized and directed to prepare and
furnish to the Secretary of the Treasury a statement meeting the information reporting requirements
of Section 149(e) of the Internal Revenue Code of 1986, as amended (the "Code"), by the 15th day
of the second calendar month after the close of the calendar quarter in which the Bonds are issued.
7.05. Bank Qualified Status. The Bonds are hereby designated qualified tax-exempt
obligations for purposes of Section 265(b)(3) of the Code.
ARTICLE VIII
CONTINUING DISCLOSURE
8.01. Continuing Disclosure Undertaking. The City Council (a) authorizes and directs
the Mayor and the City Clerk to execute and deliver, on the date of the issuance of the Bonds, a
continuing disclosure certificate (the "Undertaking") in such form that satisfies the requirements
of Rule 15c2-12 and is acceptable to the Purchaser and (b) covenants that it will comply with and
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4823-6420-0176.2
carry out all of the provisions of the Undertaking. A description of this undertaking is set forth in
the Official Statement. The Mayor and the City Clerk, or each individually, may appoint a
dissemination agent to assist the City with such Undertaking if such officer finds that such
appointment is in the best interest of the City. Notwithstanding any other provisions of this
Resolution or the Undertaking, failure of the City to comply with the Undertaking will not be
considered a default under this Resolution or the Bonds. However, any Bondholder or Beneficial
Owner 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
subparagraph and the Undertaking. For purposes of this subparagraph, `Beneficial Owner" means
any person who (i) has the power, directly or indirectly, to vote or consent with respect to, or to
dispose of ownership of, any Bonds (including persons holding Bonds through nominees,
depositories or other intermediaries), or (ii) is treated as the owner of any Bonds for federal income
tax purposes.
ARTICLE IX
AUTHORIZATION OF OFFICERS
Without in any way limiting the power, authority, or discretion elsewhere herein granted
or delegated, the City Council hereby (a) authorizes and directs each officer, employee and agent
of the City to carry out, or cause to be carried out, and to perform such obligations of the City and
such other actions as they, or any one of them shall consider necessary, advisable, desirable, or
appropriate in connection with this Resolution and the issuance, sale, and delivery of the Bonds,
including, without limitation and whenever applicable, the execution and delivery thereof and of
all other related documents, instruments, certificates, and opinions; and (b) delegates to each such
officer, employee and agent the right, power, and authority to exercise her or his own independent
judgment and absolute discretion in determining and finalizing the terms, provisions, form and
contents of each of the foregoing. The execution and delivery by any such officer, employee or
agent of the City of any such documents, instruments, certifications, and opinions, or the doing by
them of any act in connection with any of the matters which are the subject of this Resolution,
shall constitute conclusive evidence of both the City's and their approval of all changes,
modifications, amendments, revisions, and alterations made therein, and shall conclusively
establish their absolute, unconditional, and irrevocable authority with respect thereto from the City
and the authorization, approval, and ratification by the City of the documents, instruments,
certifications, and opinions so executed and the action so taken.
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4823-6420-0176.2
Whereupon said resolution was declared duly passed and adopted.
City Clerk May
4823-6420-0176.1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF SHOREWOOD )
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Shorewood, Minnesota, hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a meeting of the City Council of said City held July 12, 2021,
with the original thereof on file and of record in my office and the same is a full, true and
complete transcript therefrom insofar as the same relates to the issuance and sale of $[ ]
General Obligation Street Reconstruction and Utility Bonds, Series 202 LA of said City.
WITNESS My hand officially and the seal of the City this -a- of July 2021.
City Clerk
City of Shorewood, Minnesota
(Seal)
4823-6420-0176.1