23-067 Providing for the Issuance and Sale of $5,645,000 General Obligation Street Reconstruction and Utility Revenue Bonds, Series 2023A, Pledging for the Security Thereof Net Revenues and Levying a Tax for the Payment ThereofEXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL OF THE
CITY OF SHOREWOOD, MINNESOTA
HELD: June 26, 2023
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Shorewood, Hennepin County, Minnesota, was duly held at the City Hall on June
26, 2023, at 7:00 P.M., for the purpose, in part, of authorizing the issuance and awarding the sale
of $5,645,000 General Obligation Street Reconstruction and Utility Revenue Bonds, Series
2023A.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
RESOLUTION NO. 23-067
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $5,645,000
GENERAL OBLIGATION STREET RECONSTRUCTION AND UTILITY REVENUE
BONDS, SERIES 2023A, PLEDGING FOR THE SECURITY THEREOF NET
REVENUES AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City Council of the City of Shorewood, Minnesota (the "City")
has heretofore determined and declared that it is necessary and expedient to issue $5,645,000
General Obligation Street Reconstruction and Utility Revenue Bonds, Series 2023A (the
"Bonds" or individually a "Bond"), pursuant to Minnesota Statutes, Chapter 475; and
1. Section 475.58, Subdivision 3b, to finance street reconstruction improvements
under the City's Street Reconstruction Plan (the "Street Reconstruction Project"); and
2. Section 444.075 to finance improvements to the municipal water system, sanitary
sewer system and storm sewer system (collectively, the "Utility Improvements"); and
B. WHEREAS, on May 11, 2020, following duly published notice thereof, the
Council held a public hearing on the issuance of approximately $18,230,681 principal amount of
bonds to finance the Street Reconstruction Project and all persons who wished to speak or
provide written information relative to the public hearing were afforded an opportunity to do so;
and
C. WHEREAS, no petition signed by voters equal to 5 percent of the votes cast in
the City in the last municipal general election requesting a vote on the issuance of the street
reconstruction bonds was filed with the City Administrator within 30 days after the public
hearing on May 11, 2020; and
127512690vl
D. WHEREAS, the Bonds, together with any outstanding bonds of the City that are
subject to the City's net debt limit, do not exceed the City's net debt limit; and
E. WHEREAS, the City owns and operates a municipal water system (the "Water
System"), a municipal sanitary sewer system (the "Sanitary Sewer System"), and a municipal
storm sewer system (the "Storm Sewer System", and together with the Water System and the
Sanitary Sewer System, the "System"), as separate revenue producing public utilities; and
F. WHEREAS, the net revenues of the System are pledged to the payment of the
City's outstanding (1) "Utility Portion" of the General Obligation Street Reconstruction and
Utility Revenue Bond, Series 2020A, in the original principal amount of $7,500,000, dated
August 25, 2020; (2) "Utility Portion" of the General Obligation Street Reconstruction and
Utility Revenue Bond, Series 2021A, in the original principal amount of $4,325,000, dated July
28, 2021; and (3) "Utility Portion" of the General Obligation Street Reconstruction and Utility
Revenue Bond, Series 2022A, in the original principal amount of $7,570,000, dated December 1,
2022 (collectively the "Outstanding System Bonds"); and
G. WHEREAS, the City has retained David Drown Associates, Inc., in Minneapolis,
Minnesota ("David Drown"), as its independent municipal advisor for the sale of the Bonds and
was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by David Drown; and
H. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the City Administrator, or designee, at the offices of David Drown at 11:00 A.M. this same
day pursuant to the Terms of Offering established for the Bonds; and
I. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -
entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Shorewood,
Minnesota, as follows:
l . Acceptance of Proposal. The proposal of Robert W. Baird & Co., Inc. (the
"Purchaser"), to purchase the Bonds in accordance with the Terms of Offering, at the rates of
interest hereinafter set forth, and to pay therefor the sum of $5,645,000.00 plus interest accrued
to settlement, is hereby found, determined and declared to be the most favorable proposal
received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The
Finance Director is directed to retain the deposit of the Purchaser.
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1275126900
2. Bond Terms.
(a) Original Issue Date; Denominations; Maturities; Term Bond Option. The Bonds
shall be dated July 12, 2023, as the date of original issue and shall be issued forthwith on or after
such date in fully registered form, shall be numbered from R-1 upward in the denomination of
$5,000 each or in any integral multiple thereof of a single maturity (the "Authorized
Denominations") and shall mature on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2025
$205,000
2035
$275,000
2026
215,000
2036
285,000
2027
220,000
2037
300,000
2028
225,000
2038
310,000
2029
235,000
2039
320,000
2030
240,000
2040
335,000
2031
245,000
2041
345,000
2032
250,000
2042
360,000
2033
260,000
2043
370,000
2034
265,000
2044
385,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Allocation. The aggregate principal amount of $3,380,000.00 maturing in each of
the years and amounts hereinafter set forth are issued to finance the Street Reconstruction Project
(the "Reconstruction Portion"); and the aggregate principal amount of $2,265,000.00 maturing in
each of the years and amounts hereinafter set forth are issued to finance the Utility
Improvements (the "Utility Portion"):
Street
Reconstruction
Year
Portion
Utility Portion
Total Amount
2025
125,000
80,000
205,000
2026
130,000
85,000
215,000
2027
130,000
90,000
220,000
2028
135,000
90,000
225,000
2029
140,000
95,000
235,000
2030
145,000
95,000
240,000
2031
150,000
95,000
245,000
2032
150,000
100,000
250,000
k
127512690vi
2033
155,000
105,000
260,000
2034
160,000
105,000
265,000
2035
165,000
110,000
275,000
2036
170,000
115,000
285,000
2037
180,000
120,000
300,000
2038
185,000
125,000
310,000
2039
190,000
130,000
320,000
2040
200,000
135,000
335,000
2041
205,000
140,000
345,000
2042
215,000
145,000
360,000
2043
220,000
150,000
370,000
2044
230,000
155,000
385,000
If Bonds are prepaid, the prepayments shall be allocated to the portions of debt service
(and hence allocated to the payment of Bonds treated as relating to a particular portion of debt
service) as provided in this paragraph. If the source of prepayment moneys is the general fund of
the City, or other generally available source, including the levy of taxes, the prepayment may be
allocated to any of the portions of debt service in such amounts as the City shall determine. If
the source of a prepayment is excess net revenues of the System pledged to the Utility
Improvements, the prepayment shall be allocated to the Utility Portion of debt service.
(c) Book Entry OnlySystem. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book entry form
only (the "Book Entry Only Period"), shall at all times be in the form of a separate
single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized
Denominations for any Bond shall be deemed to be limited during the Book Entry
Only Period to the outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of
CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall have any
responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds
shown on the books and records of the Participant (the "Beneficial Owner").
Without limiting the immediately preceding sentence, neither the City, nor the
Bond Registrar, shall have any such responsibility or obligation with respect to
(A) the accuracy of the records of the Depository, the Nominee or any Participant
with respect to any ownership interest in the Bonds, or (B) the delivery to any
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127512690v1
Participant, any Owner or any other person, other than the Depository, of any
notice with respect to the Bonds, including any notice of redemption, or (C) the
payment to any Participant, any Beneficial Owner or any other person, other than
the Depository, of any amount with respect to the principal of or premium, if any,
or interest on the Bonds, or (D) the consent given or other action taken by the
Depository as the Registered Holder of any Bonds (the "Holder"). For purposes
of securing the vote or consent of any Holder under this Resolution, the City may,
however, rely upon an omnibus proxy under which the Depository assigns its
consenting or voting rights to certain Participants to whose accounts the Bonds
are credited on the record date identified in a listing attached to the omnibus
proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to be the
absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of
obtaining any consent or other action to be taken by Holders for the purpose of
registering transfers with respect to such Bonds, and for all purpose whatsoever.
The Bond Registrar, as paying agent hereunder, shall pay all principal of and
premium, if any, and interest on the Bonds only to the Holder or the Holders of
the Bonds as shown on the bond register, 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 premium, if any, and interest on the Bonds to the extent of the
sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to the
effect that the Depository has determined to substitute a new Nominee in place of
the existing Nominee, and subject to the transfer provisions in paragraph 10,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments with
respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the
Bond Registrar or City, as the case may be, to the Depository as provided in the
Letter of Representations to the Depository required by the Depository as a
condition to its acting as book -entry Depository for the Bonds (said Letter of
Representations, together with any replacement thereof or amendment or
substitute thereto, including any standard procedures or policies referenced
therein or applicable thereto respecting the procedures and other matters relating
to the Depository's role as book -entry Depository for the Bonds, collectively
hereinafter referred to as the "Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in book -entry
form shall be limited in principal amount to Authorized Denominations and shall
be effected by procedures by the Depository with the Participants for recording
and transferring the ownership of beneficial interests in such Bonds.
127512690v1
(viii) In connection with any notice or other communication to be provided to the
Holders pursuant to this Resolution by the City or Bond Registrar with respect to
any consent or other action to be taken by Holders, the Depository shall consider
the date of receipt of notice requesting such consent or other action as the record
date for such consent or other action; provided, that the City or the Bond Registrar
may establish a special record date for such consent or other action. The City or
the Bond Registrar shall, to the extent possible, give the Depository notice of such
special record date not less than fifteen calendar days in advance of such special
record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under this
Resolution and any paying agency/bond registrar agreement, shall agree to take
any actions necessary from time to time to comply with the requirements of the
Letter of Representations.
(d) Termination of Book -Entry OnlySystem. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with respect
to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may
terminate the services of the Depository with respect to the Bond if it determines
that the Depository is no longer able to carry out its functions as securities
depository or the continuation of the system of book -entry transfers through the
Depository is not in the best interests of the City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the preceding
paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the
City, is willing and able to assume such functions upon reasonable or customary
terms, or if the City determines that it is in the best interests of the City or the
Beneficial Owners of the Bond that the Beneficial Owners be able to obtain
certificates for the Bonds, the Bonds shall no longer be registered as being
registered in the bond register in the name of the Nominee, but may be registered
in whatever name or names the Holder of the Bonds shall designate at that time,
in accordance with paragraph 10. To the extent that the Beneficial Owners are
designated as the transferee by the Holders, in accordance with paragraph 10, the
Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (d) shall limit or restrict the provisions of paragraph
10.
(e) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
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3. Purpose. The Street Reconstruction Portion of the Bonds shall provide funds to
finance the Street Reconstruction Project. The Utility Portion of the Bonds shall provide funds
to finance the Utility Improvements. The Street Reconstruction Project and the Utility
Improvements are herein referred to together as the Project. The total cost of the Project, which
shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at
least equal to the amount of the Bonds. The City covenants that it shall do all things and perform
all acts required of it to assure that work on the Project proceeds with due diligence to
completion and that any and all permits and studies required under law for the Project are
obtained.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing February 1, 2024,
calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year
Interest Rate
Maturity Year
Interest Rate
2025
4.00%
2035
4.00%
2026
4.00%
2036
4.00%
2027
4.00%
2037
4.00%
2028
4.00%
2038
4.00%
2029
4.00%
2039
4.00%
2030
4.00%
2040
4.00%
2031
4.00%
2041
4.00%
2032
4.00%
2042
4.00%
2033
4.00%
2043
4.00%
2034
4.00%
2044
4.00%
5. Redemption. All Bonds maturing on February 1, 2031 and thereafter, shall be
subject to redemption and prepayment at the option of the City on February 1, 2030, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty (30) days prior to
the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
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127512690v1
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
6. Bond Registrar. U.S. Bank Trust Company, National Association, in St. Paul,
Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the
"Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed,
all pursuant to any contract the City and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond
and paragraph 12.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assigmnent and the registration information thereon, shall be in
substantially the following form:
127512690v1
UNITED STATES OF AMERICA
STATE OF MINNESOTA
HENNEPIN COUNTY
CITY OF SHOREWOOD
R- $
GENERAL OBLIGATION STREET RECONSTRUCTION AND UTILITY REVENUE
BOND, SERIES 2023A
Interest Rate Maturity Date Date of Original Issue CUSIP
% February 1, July 12, 2023
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
THE CITY OF SHOREWOOD, HENNEPIN COUNTY, MINNESOTA (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the registered owner
specified above, or registered assigns, unless called for earlier redemption, in the manner
hereinafter set forth, the principal amount specified above, on the maturity date specified above,
and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing February 1, 2024, at the rate per annum specified above
(calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest has been paid, from the date of
original issue hereof. The principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of U.S. Bank Trust Company, National
Association, in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any
successor paying agent duly appointed by the Issuer, acting as paying agent, or any successor
paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest
Payment Date by check or draft mailed to the person in whose name this Bond is registered (the
"Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the fifteenth day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of
the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close
of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice of the Special Record Date shall
be given to Bondholders not less than ten days prior to the Special Record Date. The principal of
and premium, if any, and interest on this Bond are payable in lawful money of the United States
of America. So long as this Bond is registered in the name of the Depository or its Nominee as
provided in the Resolution hereinafter described, and as those terms are defined therein, payment
of principal of, premium, if any, and interest on this Bond and notice with respect thereto shall be
made as provided in the Letter of Representations, as defined in the Resolution, and surrender of
this Bond shall not be required for payment of the redemption price upon a partial redemption of
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127512690v1
this Bond. Until termination of the book -entry only system pursuant to the Resolution, Bonds
may only be registered in the name of the Depository or its Nominee.
Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1,
2031, and thereafter, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2030, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected Holder of the Bonds at least
thirty (30) days prior to the date fixed for redemption.
Prior to the date on which any Bond or Bonds are directed by the Issuer to be redeemed
in advance of maturity, the Issuer will cause notice of the call thereof for redemption identifying
the Bonds to be redeemed to be mailed to the Bond Registrar and all Bondholders, at the
addresses shown on the Bond Register. All Bonds so called for redemption will cease to bear
interest on the specified redemption date, provided funds for their redemption have been duly
deposited.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $5,645,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on June 26, 2023 (the "Resolution"), for the purpose of providing money to
finance street reconstruction projects and improvements to the water, sanitary sewer and storm
sewer systems within the jurisdiction of the Issuer. This Bond is payable out of the General
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1275126900
Obligation Street Reconstruction and Utility Revenue Bonds, Series 2023A Fund of the Issuer.
This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt
and full payment of its principal, premium, if any, and interest when the same become due, the
full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably
pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or the Holder's attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Qualified Tax -Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
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; that the
Issuer has covenanted and agreed with the Holders of the Bonds that it will impose and collect
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1275126900
charges for the service, use and availability of its municipal water, storm sewer and sanitary
sewer systems (the "System") at the times and in amounts necessary to produce net revenues,
together with other sums pledged to the payment of the Utility Portion of the Bonds, as defined
in the Resolution, adequate to pay all principal and interest when due on the Utility Portion of the
Bonds; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the
taxable property of the Issuer, without limitation as to rate or amount, for the years and in
amounts sufficient to pay the principal and interest on Utility Portion of the Bonds as they
respectively become due, if the net revenues from the System, and any other sums irrevocably
appropriated to the Debt Service Account are insufficient therefor; and that this Bond, together
with all other debts of the Issuer outstanding on the date of original issue hereof and the date of
its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory
limitation of indebtedness.
IN WITNESS WHEREOF, the City of Shorewood, Hennepin County, Minnesota, by its
City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its
Mayor and its City Administrator, the corporate seal of the Issuer having been intentionally
omitted as permitted by law.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
St. Paul, Minnesota,
Bond Registrar
By:
Authorized Signature
Registrable by: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
Payable by: U.S. BANK TRUST COMPANY,
NATIONAL ASSOCIATION
CITY OF SHOREWOOD,
HENNEPIN COUNTY, MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile"�///1�0—/Z4?
City Administrat r
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127512690v1
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
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 does hereby irrevocably constitute and appoint attorney to transfer the
Bond on the books kept for the registration thereof, 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:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a)(2).
The Bond Registrar will not affect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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I27512690vi
8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and City Administrator and be sealed with the seal of the
City; provided, as permitted by law, both signatures may be photocopied facsimiles and the
corporate seal has been omitted. In the event of disability or resignation or other absence of
either officer, the Bonds may be signed by the manual or facsimile signature of the officer who
may act on behalf of the absent or disabled officer. In case either officer whose signature or
facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the
delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if the officer had remained in office until delivery.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and by inserting as the date of registration in the space provided the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
which date is July 12, 2023. The Certificate of Authentication so executed on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
Holder making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
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127512690vi
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The Finance Director is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth day of the calendar
month next preceding such Interest Payment Date (the "Regular Record Date"). Any such
interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder thereof at the
close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest. Notice of the Special Record
Date .shall be given by the Bond Registrar to the Holders not less than ten days prior to the
Special Record Date.
13. Treatment of Registered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12) on, such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby established a special fund to be designated
"General Obligation Street Reconstruction and Utility Revenue Bonds, Series 2023A Fund" (the
"Fund") to be administered and maintained by the Finance Director as a bookkeeping account
separate and apart from all other funds maintained in the official financial records of the City.
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127512690v1
The Fund shall be maintained in the manner herein specified until all of the Bonds and the
interest thereon have been fully paid. The Operation and Maintenance Account for the Water
System, the Operation and Maintenance Account for the Sanitary Sewer System and the
Operation and Maintenance for the Storm Sewer System (collectively, the "Operation and
Maintenance Accounts") heretofore established by the City shall continue to be maintained in the
manner heretofore and herein provided by the City. All moneys remaining after paying or
providing for the items set forth in the resolutions establishing the Operation and Maintenance
Accounts shall constitute and are referred to as "net revenues" until the Utility Portion of the
Bonds have been paid. In such records there shall be established accounts of the Fund for the
purposes and in the amounts as follows:
(a) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less capitalized interest, and plus any amount paid for the
Bonds in excess of the minimum bid. From the Construction Account there shall be paid all
costs and expenses of making the Project, including the cost of any construction or other
contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in
Minnesota Statutes, Section 475.65. Moneys in the Construction Account shall be used for no
other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may
also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date
of commencement of the collection of taxes herein levied or covenanted to be levied; and
provided further that if upon completion of the Project there shall remain any unexpended
balance in the Construction Account, the balance shall be transferred to the Debt Service
Account.
(b) Debt Service Account. There shall be maintained two separate subaccounts in the
Debt Service Account to be designated the "Street Reconstruction Project Debt Service
Subaccount" and the "Utility Improvements Debt Service Subaccount". There are hereby
irrevocably appropriated and pledged to, and there shall be credited to the separate subaccounts
of the Debt Service Account:
(i) Street Reconstruction Project Debt Service Subaccount. To the Street
Reconstruction Project Debt Service Subaccount there shall be credited: (A)
capitalized interest in the amount of $74,735.56 (together with interest earnings
thereon and subject to such other adjustments as are appropriate to provide
sufficient funds to pay interest due on the Street Reconstruction Portion of the
Bonds on or before February 1, 2024; (B) all collections of taxes herein and
hereafter levied for the payment of the Street Reconstruction Portion of the
Bonds; (C) a pro rata share of all funds remaining in the Construction Account
after completion of the Project and payment of the costs thereof, (D) all
investment earnings on funds held in the Street Reconstruction Project Debt
Service Subaccount; and (E) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Street
Reconstruction Project Debt Service Subaccount. The Street Reconstruction
Project Debt Service Subaccount shall be used solely to pay the principal and
interest on the Street Reconstruction Portion of the Bonds and any other general
obligation bonds of the City hereafter issued by the City and made payable from
said account as provided by law.
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127512690v1
(ii) Utility provements Debt Service Subaccount. To the Utility Improvements
Debt Service Subaccount there shall be credited: (A) the net revenues of the
System not otherwise pledged and applied to the payment of other obligations of
the City, in an amount, together with other funds which may herein or hereafter
from time to time be irrevocably appropriated to the Utility Improvements Debt
Service Subaccount, sufficient to meet the requirements of Minnesota Statutes,
Section 475.61 for the payment of the principal and interest of the Utility Portion
of the Bonds; (B) all collections of taxes which may hereafter be levied in the
event that the net revenues of the System and other funds herein pledged to the
payment of the principal and interest on the Utility Portion of the Bonds are
insufficient therefore; (C) a pro rata share of all funds remaining in the
Construction Account after completion of the Project and payment of the costs
thereof; (D) all investment earnings on funds held in the Utility Improvements
Debt Service Subaccount; and (E) any and all other moneys which are properly
available and are appropriated by the governing body of the City to the Utility
Improvements Debt Service Subaccount. The Utility Improvements Debt Service
Subaccount shall be used solely to pay the principal and interest and any premium
for redemption of the Utility Portion of the Bonds and any other general
obligation bonds of the City hereafter issued by the City and made payable from
said subaccount as provided by law.
No portion of the proceeds of the Bonds shall 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 (1) for a reasonable temporary period until such proceeds are
needed for the purpose for which the Bonds were issued and (2) 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 and any sums from time to time held in the Construction
Account, Operation and Maintenance Accounts or Debt Service Account (or any other City
account which will be used to pay principal or interest to become due on the bonds payable
therefrom) in excess of amounts which under then applicable federal arbitrage regulations may
be invested without regard to yield shall not be invested at a yield in excess of the applicable
yield restrictions imposed by said arbitrage regulations on such investments after taking into
account any applicable "temporary periods" or "minor portion" made available under the federal
arbitrage regulations. Money in the Fund shall 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").
16. Covenants Relating to the Street Reconstruction Portion of the Bonds.
(a) Tax Lew. To provide moneys for payment of the principal and interest on the
Street Reconstruction Portion of the Bonds there is hereby levied upon all of the taxable property
in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected
with and as part of other general property taxes in the City for the years and in the amounts as
follows:
Years of Tax Levy Years of Tax Collection Amount
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127512690vl
See Attached Schedule in Exhibit B
(b) Coverage Test. The tax levies are such that if collected in full they, together with
other revenues herein pledged for the payment of the Street Reconstruction Portion 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 Street Reconstruction Portion of the Bonds. The tax levies shall be
irrepealable so long as any of the Street Reconstruction Portion 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, Subdivision 3.
17. Covenants Relating to the Utility Portion of the Bonds.
(a) Sufficiency of Net Revenues. It is hereby found, determined and declared that the
net revenues of the System are sufficient to pay when due the principal of and interest on the
Utility Portion of the Bonds and the Outstanding System Bonds and a sum at least five percent in
excess thereof. The net revenues of the System are hereby pledged on a parity lien with the
Outstanding System Bonds and shall be applied for that purpose, but solely to the extent required
to meet, together with other pledged sums, the principal and interest requirements of the Utility
Portion of the Bonds.
Nothing contained herein shall be deemed to preclude the City from making further
pledges and appropriations of the net revenues of the System for the payment of other or
additional obligations of the City, provided that it has first been determined by the City Council
that the estimated net revenues of the System will be sufficient in addition to all other sources,
for the payment of the Utility Portion of the Bonds and such additional obligations and any such
pledge and appropriation of the net revenues may be made superior or subordinate to, or on a
parity with the pledge and appropriation herein.
(b) Excess Net Revenues. Net revenues in excess of those required for the foregoing
may be used for any proper purpose.
(c) Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the System at the
times and in the amounts required to produce net revenues adequate to pay all principal and
interest when due on the Utility Portion of the Bonds. Minnesota Statutes, Section 444.075,
Subdivision 2, provides as follows: "Real estate tax revenues should be used only, and then on a
temporary basis, to pay general or special obligations when the other revenues are insufficient to
meet the obligations."
18. 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 shall be and are hereby irrevocably pledged. If the net revenues of the
System appropriated and pledged to the payment of principal and interest on the Utility Portion
of the Bonds, together with other funds irrevocably appropriated to the Utility Improvements
Project Debt Service Subaccount herein established, shall at any time be insufficient to pay such
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1275126900
principal and interest when due, the City covenants and agrees to levy, without limitation as to
rate or amount an ad valorem tax upon all taxable property in the City sufficient to pay such
principal and interest as it becomes due. If the balance in the 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 shall be promptly paid out of any other funds of the City which are
available for such purpose, and such other funds may be reimbursed with or without interest
from the Debt Service Account when a sufficient balance is available therein.
19. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
20. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not later than sixty days after the date of payment of a Reimbursement Expenditure,
the City (or person designated to do so on behalf of the City) has made or will have made a written
declaration of the City's official intent (a "Declaration") which effectively (i) states the City's
reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out
of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the
property, project or program to which the Declaration relates and for which the Reimbursement
Expenditure is paid, or identifies a specific fund or account of the City and the general functional
purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the
"Project"); and (iii) states the maximum principal amount of debt expected to be issued by the City
for the purpose of financing the Project; provided, however, that no such Declaration shall
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1275126900
necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined
in the Reimbursement Regulations to include engineering or architectural, surveying and soil
testing expenses and similar preliminary costs, which in the aggregate do not exceed twenty
percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds, and not later than 18 months after the later of (i) the date of the
payment of the Reimbursement Expenditure, or (ii) the date on which the Project to which the
Reimbursement Expenditure relates is first placed in service, but in no event more than three
years after the date of payment of the Reimbursement Expenditure.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
Provided, however, that the City may take action contrary to any of the foregoing
covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating
in effect that such action will not impair the tax-exempt status of the Bonds.
21. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to the Municipal Securities Rulemaking Board
(the "MSRB") by filing at www.emma.msrb.org in accordance with the Rule, certain annual
financial information and operating data in accordance with the Undertaking. The City reserves
the right to modify from time to time the terms of the Undertaking as provided therein.
(b) Provide or cause to be provided to the MSRB notice of the occurrence of certain
events with respect to the Bonds in not more than ten (10) business days after the occurrence of
the event, in accordance with the Undertaking.
(c) Provide or cause to be provided to the MSRB notice of a failure by the City to
provide the annual financial information with respect to the City described in the Undertaking, in
not more than ten (10) business days following such occurrence.
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
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127512690vl
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and City Administrator, or any other officer of the City authorized to act in
their place (the "Officers") are hereby authorized and directed to execute on behalf of the City
the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
22. Certificate of Registration and Tax Levy. A certified copy of this resolution is
hereby directed to be filed with the with the Auditor/Treasurer of Hennepin County, Minnesota,
together with such other information as the Auditor/Treasurer shall require, and there shall be
obtained from the Auditor/Treasurer a certificate that the Bonds have been entered in the
Auditor/Treasurer's Bond Register and that the tax levy required by law has been made.
23. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, 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 are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
24. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Project, 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.
25. Tax -Exempt Status of the Bonds; Rebate. The City shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the 24-month exemption for gross
proceeds of the Bonds as provided in Section 1.148-7(d)(1) of the Regulations. The Mayor
and/or City Administrator and/or Finance Director are hereby authorized and directed to make
such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary,
appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall
be deemed and treated as, elections of the City.
26. Not Designation of Qualified Tax -Exempt Obligations. In order to qualify the
Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code, the City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
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1275126900
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the City (and all entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2023 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2023 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
The City shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
27. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by David Drown is hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the completeness and accuracy of the Official Statement.
28. Severability. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
Th m tion for the adoption of the foregoing resolution was duly seconded by member
_ and, after a full discussion thereof and upon a vote being taken thereon,
the following vot8d in favor thereof: I
P
I ----# nVC I I ) , o
and the following g voted against the same: dA& bol o W L-tWhereupon the resolution was declared duly passed and adopted.
22
1275126900
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF SHOREWOOD
I, the undersigned, being the duly qualified and acting City Clerk of the City of
Shorewood, Minnesota, DO HEREBY CERTIFY that I have compared the attached and
foregoing extract of minutes with the original thereof on file in my office, and that the same is a
full, true and complete transcript of the minutes of a meeting of the City Council, duly called and
held on the date therein indicated, insofar as such minutes relate to authorizing the issuance and
awarding the sale of $5,645,000 General Obligation Street Reconstruction and Utility Revenue
Bonds, Series 2023A.
WITNESS my hand on June 26, 2023.
City Clerk
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127512690vi
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Robert W. Ralrd & Co, Inc, - Milwaukee, Wrs 81d AARIT
Shorewood
$6,646,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
For the agTegate pirrip9l &mount of $5,645,000.00, we vdU pay you $5,790,586.30, p&jsaccnmd irdereat from the date of
issue to the date of defivery. The Bonds are to bear irderest at the falkmingraWs): I
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Total Interest Cost:
$2,742,217.22
Premkffn4
$145,586.30
Not Interest Cost
$2,596,63D.92
NIC:
3-787637
Preftffhiary OffkAal Statenmrit, all of wWdi are mad e a part hereof.
Bidder Robert W Baird & Go., Inc., Wwa%Aee ,
Contact PetarAnderscn
Tde:
Telephone:414-765-7331
Fax: I
issuer Name: City of Shorewood
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Piper Sandler& Co -Minneapolis, MWs Bid
APWRITY-'
Shorewood
$5,60,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
For the aggregate prirrcipit an�ount of $5,645)000.00, we wil pay you $5,7&2,863.25, pbus acorued interest from he date of
issue to ft date of dermery. The Bonds we to bear hterest at the fdkWng rala(a)�
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Wasom
Tolal IntBrest Cost: $2,742,21712
Premkxn: $137,863.25
NetinterestCost $2,604,353.97
NIC: 3.798903
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Prebrinary Offidal Staterimnt, al of wtkh are made a part hereof,
Bidder
Piper Sandler & Co, Unneapd5s MIV
Contact
Dard Doneff
Me:
Mariaging Director
TdepkzneV2-303-2116
FaK:
Issuer Name: City of lihorewood
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HilltapSecurifin - Daltm, TX% Bid .-Am
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Shorewood
$5,646,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
For the aggregate pdricipat arnount of 00we wV pay you $5.776,8W.20, pius accrued interest from he date of
issue to the date of defivery. The Bonds are to bear Interest at the following ratefs): —
W
Total Interest Cost:
$2,742,217.2-1
Prernksm
$131,894.20
Net Interest Cost
$2,610,323.09
NIC:
3207609
Prerrmis'y Official Staternent, al of wWh are made a part hereot
Bidder. MtopSecurifies, D"s, TX
Contact WiffiamEvans
Title: Sr Managing Director
Tekephone214-85"421
Fax:
bsuerNwne: City ofShcrewood
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Northland Securities, Inc. - Minneapolis, MN's Efid 41m
ARARYT1154"
Shorewood
$5,645,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
For the aggregate pdrx*oaP, amomtof $5,645,OOODO, we wV pairyou $5,764,972.15, plus acvued irdereatfrom tie date of
issue to Vie date of deliveffy. 7he Bands -,a to bear iriterest at the fdkming ratB(s):
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Premkm: $119,972.15
NetftarestCost $2,622,24&07
NIC: 3A25001
This proposat is made sactect to al of ft kirms and canditims of the Ofidit Bid Form, tie Official Notice of She, and the
Preft*iary Official Statemerd, of of wtkh are made a part hereof.
Bidder Noeftand Securitim, he., Wm. eapogis, MN
Contact Dustn SWr
Te6e:
Telephone.'414-9D"422
Fax: 414-755-1831
Issue-rNarne: CityofShorewood CompmyName:
Aiecepted By: Accepted By:
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StRel, Nicolaus & Cc, tnc. - Biffninghmn, AUs Bid
Shorewood
$6,645,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
Pnrnkzw $119,822AMM
Net Werest Cost VJ622,39C
NIC: 3A2521
Preftinary Official Statenmnt, al of wKich are made a pwt hweot
Bidder StHel, Nicda%m & Go., Irtc., Bknflnghwn , AL
Contact Ban Garace
Me: MD
Te6ephone205-949-3553
Fax:
IssuerName: CityofShorewDod ConNmyNanm
Accepted By: Accepted By
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TO Securities - New York, NY's Ri d 'ja
'FuNRITIFIF,
Shorewood
$5,645,000 General Obligation Street Reconstruction and
Utility Revenue Bonds, Series 2023A
For the aggregate Winckpa! amoLmt of $5,645,000.00, we wV pay you $5,752,083.90, plus amued interest from tie dale of
issue to the date of deWegy. The Bondr. are to bear bterest at the fdkhvhg rab(s):
EMU
IME
EM
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Em
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Tolal Interest Cast:
$27!WIC17.22
Prwnkm:
$107,093.90
Net Interest Cost
$2�635,133.32
NIC:
3A43800
IM
TKm propossf is made sLf4ectto at of the terms and conditions of the OfIdat, Bid FWm, the Oftial Notime of Ste, and the
Preftanary Official Statenwnt, at of wtikh are made a p.Tt hereof.
Bidder: 7D Sectrifes, New York, NY
Contact Jake Frackowiak
TW,e:
Telephone:212-a27-7171
Fax:
OnEL40SB�,
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EXHIBIT B
TAX LEVY SCHEDULE
Years of Tax Levy Years of Tax Collection Amount
2023
2024
160,331
2024
2025
273,210
2025
2026
267,750
2026
2027
267,540
2027
2028
267,120
2028
2029
266,490
2029
2030
265,650
2030
2031
259,350
2031
2032
258,300
2032
2033
257,040
2033
2034
255,570
2034
2035
253,890
2035
2036
257,250
2036
2037
254,940
2037
2038
252,420
2038
2039
254,940
2039
2040
251,790
2040
2041
253,680
2041
2042
249,900
2042
2043
251,160
127512690v]