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91-099 \0.... . " . . . EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF SHOREWOOD, HENNEPIN COUN'l'Y, MINNESOTA Pursuant to notice thereof, a regular meeting of the Ci ty Council of the City of Shorewood, Hennepin County, Minnesota, was held at the City Hall in said City on Monday, September 9, 1991, commencing at 7:00 p.m. The following members were present: Robert Gagne, Jr., Kristi Stover, Robert Daugherty, Daniel Lewis and Mayor Barbara Brancel and the following were absent: None * * * * * * * * * The following resolution was presented by Member who moved its adoption: Ga9ne RESOLUTION NO. 99-91 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $950,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991A WHEREAS, in 1986, the City sold $985,000 General Obligation Improvement Bonds, Series 1986A, which are subject to being called for prior redemption on February 1, 1992, and WHEREAS, Springsted Incorporated, the City's financial advisor, has reviewed the status of the sinking fund for these bonds and has indicated that the City should issue improvement bonds to refund the outstanding bonds which will mature over the per iod of time that the special assessments supporting said prior 1986 bond issue will be collected, and WHEREAS, the City has three additional new improvement projects which need to be funded, and WHEREAS, the current bond market is very strong and it appears that favorable interest rates can be obtained for definitive bonds, NOW, THEREFORE, BE IT RESOLVED By the City Council of the City of Shorewood, Hennepin County, Minnesota, as follows: 1. It is hereby determined: (a) That the assessable public improvements (the "Improvements") financed by the General Obligation Improvement Bonds, Ser ies 1986A, have been made and duly ordered and contracts let for the construction thereof by the City pursuant to . . . the provisions of Minnesota Statutes, Chapter 429. (b) The outstanding bonds are subject to being called on February 1, 1992, and can be financed in the following manner: 1991 Project Costs (consists of Water Treatment Plant, Church Road and Pine Bend Watermain) Bonds to be Refunded Less: City Funds for $680,160 655,000 Refunding (397,109) Subtotal Plus: Costs of Issuance for Refunding Portion of Bonds Allowance for Discount Bidding Less: Investment Earnings $938,051 Total Bond Issue 7,500 10,450 (6,001) $950,000 (c) That it is necessary and expedient to the sound financial management of the affairs of the City to issue $950,000 General Obligation Improvement Bonds, Series 1991A (the "Bonds"), to provide financing for the Improvements and the refinancing of the 1986 improvement bonds. (d) All Bonds shall be fully registered. 2. In order to provide financing for the Improvements, the City shall issue and sell Bonds in the amount of $939,550; in order to provide in part the additional interest required to market the Bonds at this time, additional Bonds shall be issued in the amount of $10,450. Any excess of the purchase price of the Bonds over the sum of $939,550 shall be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the Bonds. The Bonds shall be issued and sold in accordance with the terms of the Official Notice of Sale which is attached hereto and marked Exhibit A. 3. The City Clerk is authorized and directed to advertise the Bonds for sale in accordance with the attached notice of sale and, if publication is made, to cause the abbreviated notice of sale attached hereto as Exhibit B to be published in the manner required by law. Sealed bids shall be received until 11:00 a.m. on October 15, 1991. The City Council shall meet on Tuesday, October 15, 1991, at 7:00 p.m. for the purpose of considering the bids on the Bonds and taking any other appropriate action. The motion for the adoption of the foregoing resolution was duly seconded by Member Stover and upon vote being taken thereon, the . . . . , following voted in favor t~ereof: Robert Gagne, Jr., Kristi Stover, Robert Daugherty, Daniel Lewis and Mayor Barbara Brancel and the following voted against: None whereupon said resolution was declared duly passed and adopted. Approved and signed this ~ day of September , 1991. At~t: uw\M C /1/wvwt Ci Clerk . . . Exhibit A OFFICIAL TERMS OF OFFERING $950,000* CITY OF SHOREWOOD, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991A Sealed bids for the Bonds will be received by the City Clerk or his designee on Tuesday, October 15, 1991, until 11 :00 A.M., 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 7:00 P.M., Central Time, of the same day. DETAILS OF THE BONDS The Bonds will be dated November 1, 1991 J as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 1992. Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the MSRB. The Bonds will be issued in the denomination of $5,000 each, or in integral multiples thereof, as requested by the purchaser, and fully registered as to principal and interest. Principal will be payable at the main corporate office of the registrar and interest on each Bond will be payable by check or draft of the registrar mailed to the registered holder thereof at the holder's address as it appears on the books of the registrar as of the close of business on the 15th day of the immediately preceding month. The Bonds will mature February 1 in the years and amounts as follows: 1993 $100,000 1994 $100,000 1995 $100,000 1996 $ 95,000 1997 $95,000 1998 $95,000 1999 $95,000 2000 $90,000 2001 $90,000 2002 $90,000 * The City reserves the right, after bids are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Any such increase or reduction will be in a total amount not to exceed $20,000 and wilLbe made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. OPTIONAL REDEMPTION The City may elect on February 1, 1999, and on any day thereafter, to prepay Bonds due on or after February 1, 2000. 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 and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par and 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 special assessments against benefitted property. The proceeds will be used to finance various improvements within the City and to refund the 1993 - 2002 maturities of the City's General Obligation Improvement Bonds, Series 1986A. - i - . . . TYPE OF BID Bids shall be for not less than $939,550 and accrued interest on the total principal amount of the Bonds. Bids shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $9,500, payable to the order of the City. If a check is used, it must accompany each bid. 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 bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder 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 bid, said amount will be retained by the City. No bid can be withdrawn after the time set for receiving bids unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional bid will be accepted. AWARD The Bonds will be awarded to the bidder offering the lowest dollar interest cost to be determined by the deduction of the premium, if any, from, or the addition of any amount less than par, to the total dollar interest on the Bonds from their date to their final scheduled maturity. The City's computation of the total net dollar interest cost of each bid, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any bid or of matters relating to the receipt of bids and award of the Bonds, (ii) reject all bids without cause, and, (iii) reject any bid which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. 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. - ii - . . . 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 Bond 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. SElTLEMENT 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 Wurst, Pearson, Larson, Underwood and Mertz of Minneapolis, Minnesota, which opinion will be printed on the Bonds, 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 City by reason of the purchaser's non-compliance with said terms for payment. " 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 and the Official Bid Form 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 Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 40 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 awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated September 9, 1991 BY ORDER OF THE CITY COUNCIL Isl James C. Hurm Administrator-Clerk -iii- .. Exhibit B . NOTICE OF SALE $950,000* GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1991A CITY OF SHOREWOOD HENNEPIN COUNTY, MINNESOTA These bonds will be offered on Tuesday, October 15, 1991. Bids will be received until 11:00 a.m. at the offices of SPRINGSTED Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, and the bids will be considered by the City Council at the City Hall in the City of Shorewood at 7:00 p.m. on said date. Dated November 1,1991, the bonds will mature on February 1 in the years and amounts as follows: Year Amount Year Amount 1993 $100,000 1998 $95,000 1994 100,000 1999 95,000 1995 100,000 2000 90,000 1996 95,000 2001 90,000 , 1997 95,000 2002 90,000 * The City reserves the right, after bids are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Any such increase or reduction will be in a total amount not to exceed $20,000 and will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. . The Ci ty may elect on February 1, 1999, and on any day thereafter, to prepay Bonds due on or after February 1, 2000. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the Ci ty shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at .the price of par and accrued interest. The City will appoint a Bond Registrar, Transfer Agent and Paying Agent. Interest will be payable on each February 1 and August 1, commencing August 1, 1992, to the registered owners of the Bonds appear ing of record in the bond register as of the 15th day of the immediately preceding month. An unqualified legal opinion will be furnished by Messrs. Wurst, Pearson, Larson, Underwood, and Mertz, of Minneapolis, Minnesota. The purpose of the Improvement Bonds is to finance various public improvements in the City. The various improvements will be paid from special assessments and general funds of the City. No bid of less than $939,550 will be considered. Bidders should be aware that the Official Notice of Sale to be published in the Official Statement for the Bonds may contain additional bidding terms and information relative to the issue. In the event of a variance between statements in this Notice of Sale and said Official Notice of Sale, the provisions of the latter shall control. . Dated September 9, 1991 BY ORDER OF THE CITY COUNCIL James C. Hur,ID City Clerk Shorewood, Minnesota , . . . . Further information may be obtained from and bids shall be delivered to: SPRINGSTED Incorporated Public Finance Advisors 85 East Seventh Place, Suite 100 Saint Paul, MN 55101-2143 (612) 223-3000 . .. , .. : , f . . . STA~E 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 carefu.lly compared the attached and foregoing extract of minutes of a (regular) (special) meeting of the City Council of said City held on September 9, 1991, with the original thereof on file in my office and the same is a full, true and complete transcript thereof, insofar as the same relates to the issuance and sale of $950,000 General Obligation Improvement Bonds, Ser ies 1991A of the City. WITNESS My hand as such Clerk and the corporate seal of the City this 10th day of September , 1991. City City of Shorewood (SEAL)