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Extract of Minutes of Meeting
of the City Council of the City
of Shorewood, Hennepin County, Minnesota
Pursuant to due call and notice thereof a regular meeting of the City Council of the City
of Shorewood, Hennepin County, Minnesota, was held at the City Hall in the City on Monday,
September 9, 1996, commencing at 7 :32 o'clock XM.
The following members of the Council were present:
Mayor Bean, Councilmembers Stover, Shaw, Benson and McCarty
and the following were absent:
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The following resolution was presented by Councilmember Benson
who moved
its adoption:
RESOLUTION NO. 96-86
RESOLUTION PROVIDING FOR THE ISSUANCE
AND SALE OF $860,000 GENERAL OBLIGATION
WATER REVENUE BONDS, SERIES 1996A
BE IT RESOLVED By the City Council of the City of Shorewood, Hennepin County,
Minnesota (City) as follows:
1. It is determined that:
(a) the City engineer has recommended the construction of vanous
improvements to the City's water system (Project).
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(b) the City is authorized by Minnesota Statutes, Section 444.075 (Act) to
finance all or a portion of the cost of the Project (Project Costs) by the issuance of
general obligation bonds of the City payable from the net revenues of the water system,
special assessments, and truck charges. The Project Costs are presently estimated by the
engineer to be as follows:
Proiect Designation & Description
Total Proiect Cost
Eureka, Smithtown to Birch Bluff
Smithtown, South to City Limits
Smithtown, Eureka to Country Club
$330,334
208,983
529.188
$1,068,505
(204,705)
0,800)
Less: Street Reconstruction Fund
Less: Sanitary Sewer Fund
Total Bond Issue:
$860,000
(c) it is necessary and expedient to the sound financial management of the
affairs of the City to issue $860,000 General Obligation Water Revenue Bonds, Series
1996A (Bonds) pursuant to the Act to provide financing for the Project.
2. In order to provide financing for the Project, the City will therefore issue and sell
Bonds in the amount of $848,820. To provide in part the additional interest required to market
the Bonds at this time, additional Bonds will be issued in the amount of $11,180. The excess
of the purchase price of the Bonds over the sum of $848,820 will be credited to the debt service
fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds.
The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms
of Proposal:
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THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS
ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS:
TERMS OF PROPOSAL
$860,000
CITY OF SHOREWOOD, MINNESOTA
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1996A
(BOOK ENTRY ONLY)
Proposals for the Bonds will be received on Monday, October 28, 1996 until 12:00 Noon.,
Central Time, at the offices of Springsted Incorporated. 85 East Seventh Place, Suite 100, Saint
Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award
of the Bonds will be by the City Council at 7:30 P.M., Central Time, of the same day.
SUBMISSION OF PROPOSALS
Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted.
Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the
time of sale. The bidder shall be responsible for SUbmitting to Springsted the final Proposal
price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the
submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach
Springsted prior to the time of sale specified above. Proposals may also be filed electronically
via PARITY, in accordance with PARITY Rules of Participation and the Terms of Proposal,
within a one-hour period prior to the time of sale established above, but no Proposals will be
received after that time. If provisions in the Terms of Proposal conflict with the PARITY Rules
of Participation, the Terms of Proposal shall control. The normal fee for use of PARITY may be
obtained from PARITY and such fee shall be the responsibility of the bidder. For further
information about PARITY, potential bidders may contact PARITY at 100 116th Avenue SE,
Suite 100, Bellevue, Washington 98004, telephone (206) 635-3545. Neither the City nor
Springsted Incorporated assumes any liability if there is a malfunction of PARITY. All bidders
are advised that each Proposal shall be deemed to constitute a contract between the bidder
and the City to purchase the Bonds regardless of the manner of the Proposal submitted.
DETAILS OF THE BONDS
The Bonds will be dated November 1, 1996, as the date of original issue, and will bear interest
payable on August 1 and February 1 of each year, commencing August 1, 1997. Interest will
be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature
February 1 in the years and amounts as follows:
1998 $55,000
, 999 $55,000
2000 $60,000
2001 $55,000
2002 $60,000
2003 $55,000
2004 $60,000
2005 $55,000
2006 $60,000
2007 $55,000
2008 $60,000
2009 $55,000
2010 $60.000
2011 $55.000
2012 $60,000
BOOK ENTRY SYSTEM
The Bonds will be issued by means of a book entry system with no physical distribution of
Bonds made to the public. The Bonds will be issued in fully registered form and one Bonds,
representing the aggregate principal amount of the Bonds maturing in each year, will be
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registered in the name of Cede & Co. as nominee of The Depository Trust Company C'DTC").
New York, New York, which will act as securities depository of the Bonds. Individual purchases
of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single
maturity through book entries made on the books and records of DTe and its participants.
Principal and interest are payable by the registrar to DTC or its nominee as registered owner of
the Bonds. Transfer of principal and interest payments to participants of DTC will be the
responsibility of DTC; transfer of principal and interest payments to beneficial owners by
participants will be the responsibility of such participants and other nominees of beneficial
owners. The purchaser, as a condition of delivery of the Bonds,. will be required to deposit the
Bonds with DTC.
REGISTRAR
The City will name the registrar which shall be subject to applicable SEC regulations. The City
will pay for the services of the registrar.
OPTIONAL REDEMPTION
The City may eled on February 1, 2006, and on any day thereafter, to prepay Bonds due on or
after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the
City and in such manner as the City shall determine. If less than all Bonds of a maturity are
called for redemption, the City will notify DTC of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participanfs interest in such maturity to
be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest.
SECURITY AND PURPOSE
The Bonds will be general obligations of the City for which the City will pledge its full faith and
credit and power to levy direct general ad valorem taxes. In addition the City will pledge net
revenues of the City's water utility. The proceeds will be used to finance improvements to the
City's water utility.
TYPE OF PROPOSALS
Proposals shall be for not less than $848,820 and accrued interest on the total principal amount
of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit'1 in the form
of a certified or cashiers check or a Financial Surety Bond in the amount of $8,600, payable to
the order of the City. If a check is used, it must accompany each proposal. If a Financial
Surety Bond is used, it must be from an insurance company licensed to issue such a bond in
the State of Minnesota, and preapproved by the City. Such bond must be submitted to
Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must
identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the
Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is
required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's
check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central
Time, on the next business day following the award. If such Deposit is not received by that
time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement.
The City will deposit the check of the purchaser, the amount of which will be deducted at
settlement and no interest will accrue to the purchaser. In the event the purchaser fails to
comply with the accepted proposal, said amount will be retained by the Issuer. No proposal
can be withdrawn or amended after the time set for receiving proposals unless the meeting of
the Issuer scheduled for award of the Obligations is adjourned, recessed, or continued to
another date without award of the Obligations having been made. Bonds of the same maturity
shall bear a single rate from the date of the Bonds to the date of maturity. No conditional
proposals will be accepted. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates
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must be in ascending order. Obligations of the same maturity shall bear a single rate from the
date of the Bonds to the date of maturity. No conditional proposals will be accepted.
AWARD
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true
interest cost (TIC) basis. The elty's computation of the interest rate of each proposal, in
accordance with customary practice, will be controlling. The City will reserve the right to:
(i) waive non-substantive informalities of any proposal or of matters relating to the receipt of
proposals and award of the Bonds. (ii) reject all proposals without cause. and, (iii) reject any
proposal which the City determines to have failed to comply with the terms herein.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the
Bonds. but neither the failure to print such numbers on any Bonds nor any error with respect
thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the
Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers
shall be paid by the purchaser.
SETTLEMENT
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WIthin 40 days following the date of their award, the Bonds will be delivered without cost to the
purchaser at a place mutually satisfactory to the City and the purchaser. DeliVery will be
subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven.
Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation
certificate. On the date of settlement payment for the Bonds shall be made in federal, or
equivalent, funds which shall be received at the offices of the City or its designee not later than
12:00 Noon. Central Time. Except as compliance with the terms of payment for the Bonds shall
have been made impossible by action of the City, or its agents. the purchaser shall be liable to
the City for any loss suffered by the eity by reason of the purchaser's non-compliance with said
terms for payment.
CONTINUING DISCLOSURE
Participating underwriters need not comply with the continuing disclosure requirements of
Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Rule"), because the offering is in a principal amount less than
$1,000,000. eonsequently, the eity will not enter into any undertaking to provide continuing
disclosure of any kind with respect to the Bonds.
OFFICIAL STATEMENT
The City has authorized the preparation of an Official Statement containing pertinent
information relative to the Bonds, and said Official Statement will serve as a nearly-final Official
statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission.
For copies of the Official Statement or for any additional information prior to sale, any
prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated,
85 East Seventh Place. Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000.
The Official Statement, when further supplemented by an addendum or addenda speCifying the
maturity dates, principal amounts and interest rates of the Bonds, together with any other
information required by law, shall constitute a "Final Official Statemenf' of the City with resped
to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any
underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that. no
more than seven business days after the date of such award, it shall provide without cost to the
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senior managing underwriter of the syndicate to which the Bonds are awarded 35 copies of the
Official Statement and the addendum or addenda described above. The City designates the
senior managing underwriter of the syndicate to which the BondS are swarded as its agent for
purposes of distributing copies of the Final Official Statement to Bach Participating Underwriter.
Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its
proposal Is accepted by the City (i) it shall accept such designation and (Ii) it shall enter Into a
contractuai relationship with aU Participating Underwriters of the Bonds for purposes of assuring
the receipt by each such Participating Underwriter of the Final Official Statement.
Dated September 9, 1996
BY ORDER OF THE CITY COUNCIL
IsJ Mr. James Hurrn
Administrator/Clerk
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3. Springsted Incorporated is authorized and directed to negotiate the Bonds in
accordance with the foregoing Terms of Proposal. The City Council will meet at 7:30 o'clock
P.M. on Monday, October 28, 1996, to consider proposals on the Bonds and take other
appropriate action with respect to the Bonds.
4. In the resolution awarding the sale of the Bonds the City Council will set forth the
covenants and undertakings required by the Act.
The motion for the adoption of the foregoing resolution was duly seconded by
Councilmember McCarty
, and upon vote being taken thereon the following members voted
in favor of the motion:
Mayor Bean, Councilmembers Stover, Shaw, Benson and McCarty
and the following voted against:
whereupon the resolution was declared duly passed and adopted.
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ROBERT B. BEAN, MAYOR
ATTEST:
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HURM, CITY ADMINISTRATOR
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STATE OF MINNESOTA
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COUNTY OF HENNEPIN
CITY OF SHORE WOOD
I, the undersigned, being the duly qualified and acting City Administrator/Clerk of the
City of Shorewood, Minnesota, hereby certify that I have carefully compared the attached and
foregoing extract of minutes of a regular meeting of the City Council of the City held on
Monday, September 9, 1996, with the original minutes on file in 'my office and the extract is a
full, true and correct copy of the minutes, insofar as they relate to the issuance and sale of
$860,000 General Obligation Water Revenue Bonds, Series 1996A of the City.
WITNESS My hand as City Administrator/Clerk and the corporate seal of the City this
9 day of
September
, 1996.
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( -...fk'{ plJ:..J_\ (. I 'Vi/vA
City} Administrator/Clerk
CitY of Shorewood, Minnesota
(SEAL)
CA?:!.0968 1
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