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HomeMy WebLinkAbout99-038 r ~ ~ • CERTIFICATION OF MINUTES RELATING TO GROSS REVENUE RECREATION FACILITY BONDS, SERIES 1999 Issuer: Ciry of Lakeville, Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held on February 16, 1999, at 7:00 o'clock P.M. at the City Hall in Lakeville, Minnesota. Members present: Mayor Zaun and Council members Sindt and Mulvihill Members absent:. Council members Ryan and Luick Documents Attached: Minutes of said meeting (pages): Resolution No. 99-38 RESOLUTION AUTHORI7ING SOLICITATION OF BIDS FOR SALE OF GROSS. REVENUE RECREATION FACILITY BONDS, SERIES 1999 OFFICIAL NOTICE OF SALE • I, the undersigned, being the duly qualified and acting recording officer of the public corporation issuing the bonds referred to in the title of this certificate, certify that the documents attached hereto, as described above, have been carefully compared with the original records of said corporation in my legal custody, from which they have been transcribed; that said documents area correct and complete transcript of the minutes of a meeting of the governing body of said corporation, and correct and complete copies of all resolutions and other actions taken and of all documents approved by the governing body at said meeting, so far as they relate to said bonds; and that said meeting was .duly held by the governing body at the time and place and was attended throughout by the members indicated above, pursuant to call and notice of such meeting given as required by law. WITNESS my hand officially as such recording officer on February 16, 1999. Clerk • Councilmember sindt introduced the following resolution and moved its adoption, • which motion was seconded by Councilmember Mulvihill RESOLUTION AUTHORIZING ISSUANCE AND SALE OF GROSS REVENUE RECREATION FACILITY BONDS, SERIES .1999 BE IT RESOLVED by the City Council of the City of Lakeville, Minnesota (the City), as follows: Section 1. Pu ose. It is hereby determined to be in the best interests of the City to issue its Gross Revenue Recreation Facility Bonds, Series 1999 in the approximate principal amount of $1,250,000 (subject to adjustment as provided in the Official. Notice of Sale) (the Bonds), pursuant to Minnesota Statutes Chapter 475, the proceeds of which will be used to finance and refinance improvements to Ames Arena. Section 2. Official Notice of Sale. Duran & Moody, a division of Miller, Johnson & Kuehn, Incorporated (Duran & Moody) is hereby appointed as financial consultant to the City in connection with the sale of the Bonds. Duran & Moody, as independent financial advisers, pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9) is hereby authorized to solicit bids for the Bonds on behalf of the City on a negotiated basis. Duran & Moody has presented to this Council a form of Official Notice of Sale for the Bonds which shall be placed on file by the Clerk. Each and all of the provisions of the Official Notice of Sale are • hereby adopted as the terms and conditions of the Bonds and of the sale thereof. Section 3. Sale Meeting. This Council shall meet at the time and place stated in the Official Notice of Sale for the purpose of considering sealed proposals for the purchase of the Bonds and. of taking such action thereon as may be in the best interests of the City. Upon vote being taken thereon, the following members voted in favor thereof: Sindt, Mulvihill and Zaun and the following members voted against the same: None whereupon the resolution was declared duly passed and adopted. • OFFICIAL NOTICE OF SALE • CITY OF LAKEVILLE, MINNESOTA $1,250,000* GROSS REVENUE RECREATION FACILITY BONDS, SERIES 1999 (BOOK ENTRY ONLY) These Bonds will be offered for sale on sealed proposals on March 15, 1999. Proposals will be accepted until 11:00 o'clock a.m., at the offices of Juran & Moody, a division of Miller, Johnson & Kuehn, Incorporated, 1100 World Trade Center, 30 East 7th Street, St. Paul, Minnesota, at which time the proposals will be opened and tabulated for presentation to the City Council for action thereon at a meeting to be held at the City Hall at 7:00 p.m., on the same day. No proposal submitted can be withdrawn before the Council meeting. DETAILS OF THE BONDS The Bonds will be dated, as originally issued, as of .April 1, 1999, will bear interest payable semiannually on each February 1 and August 1 to maturity, commencing August 1, 1999, and will mature on August 1 in the following years and amounts: Year Amount* Year Amount* • 1999. $40,000 2007 $50,000 2000 50,000 .2008 55,000 2001 25,000 2009 65,000 2002 30,000 2015 135,000 2003 30,000 2016. 145,000 2004 40,000 2017 155,000 2005 45,000 2018 165,000 2006 50,000 2019 170,000 *The City reserves the right, after bids are opened and prior to award, to increase or reduce the principal amount of the Bonds. Any such increase or decrease will be in a total amount not to exceed $10,000 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. Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. Interest will be computed upon 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. OPTIONAL REDEMPTION Bonds maturing in 2007 and later years will be subject to redemption and prepayment, at the option of the City, on August 1, 2006, or on any interest payment date thereafter, in inverse order of maturity dates and by lot as selected by the Registrar (or, if applicable, by the bond depository in accordance with its customary procedures) for Bonds maturing on the same date, at a price equal to the principal amount thereof to be redeemed plus interest accrued to the date of redemption. MANDATORY REDEMPTION Any term bonds issued shall be subject to mandatory sinking fund redemption in part prior to their scheduled maturity dates on August 1 of certain years, as more fully described in the Details of the Bonds section herein, at a price of par plus accrued interest to the date of redemption. BOOK ENTRY ONLY 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 Bond, representing the entire principal amount of the Bond at maturity, will be registered in the name of CEDE & CO. • as nominee of The Depository Trust Company ("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 or a single maturity through book entries made on the books and records of DTC 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. SECURITY AND PURPOSE The Bonds will be special obligations of the City for which the City will pledge revenues of Ames. Arena, together with other available revenue sources. The proceeds will be used to refinance and finance improvements to Ames Arena TYPE OF PROPOSAL Sealed proposals for not less than $1,227,500 and accrued interest on the total principal amount of the Bonds must be mailed or delivered to Juran & Moody, a division of Miller, Johnson & Kuehn, Incorporated, the City's financial advisor, and must be received prior to the time established above for the opening of proposals. Proposals shall be accompanied by a good faith deposit (the Good • Faith Deposit), in the form of a certified or cashiers check or bank draft payable to the City, or a Financial Surety Bond, in the amount of $24,550 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. Such Financial Surety Bond must be submitted to Juran & Moody, a division of Miller, Johnson & Kuehn, Incorporated prior to the opening of proposals and must identify each underwriter whose Good Faith Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then the successful purchaser is required to submit its Good Faith Deposit in the form of a certified or cashiers check, bank draft or wire transfer as instructed by Juran Moody, a division of Miller, Johnson & Kuehn, Incorporated not later than 3:00 p.m. on the next business day following the award. If such Good Faith Deposit is not received by that time, the Financial Surety Bond maybe drawn by the City to satisfy such Good Faith Deposit requirement and such amount will be deducted from the purchase price at the closing and no interest will accrue to the purchaser. The Good Faith Deposit will be retained by the City as liquidated damages if the proposal is accepted and the purchaser fails to comply therewith. Except as otherwise provided, the Good Faith Deposit will be returned to the purchaser at the closing for the Bonds. No proposal shall be withdrawn after the time set for opening proposals unless the meeting of the City scheduled for consideration of the proposals is adjourned, recessed, or continued to another date without award of -the Bonds having been made. The interest rates specified by underwriters shall be in an integral multiple of 5/100 or 1/8 oft%. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. All principal payments scheduled to be made in and before the year specified as the "Last Year of Serial Maturities" shall • be designated as maturity amounts of serial bonds; all principal payments scheduled to be made after the year specified as "Last Year of Serial Maturities" and through each year specified under "Years of Term Maturities" shall be designated as mandatory sinking fund redemptions of term bonds maturing in the year(s) so designated. AWARD The Bonds will be awarded to the underwriter offering the lowest dollar interest cost to be determined by the deduction of the premium, if any, from, or the addition of any discount 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 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 hereof. REGISTRAR The City will appoint the paying agent which shall be subject to applicable SEC regulations. The City will pay for the services of the Registrar. • 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 or 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. QUALIFIED TAX-EXEMPT OBLIGATIONS The City will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Internal .Revenue. Code of 1986, as amended, relating to the ability of financial institutions to deduct from income for federal tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. "Qualified tax-exempt obligations" are treated as acquired by a financial institution before August 7, 1986. Interest allocable to such obligations remains subject to the 20% disallowance under prior law. CONTINUING DISCLOSURE In order to permit bidders for the Bonds and other participating underwriters in the primary offering of the Bonds to comply with paragraph (b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the Rule), the City will covenant and agree, for the benefit of the registered holders and beneficial owners from time to time of the outstanding Bonds, in the resolution awarding the sale and prescribing the terms of the Bonds, to provide annual reports of specified information and notice of the occurrence of certain events, if material. The City is the only "obligated person" in respect of the Bonds within the meaning of the Rule for the purposes of disclosing information on an ongoing basis. A description of the undertaking is set forth in the Official Statement. Failure of the City to enter into an undertaking substantially similar to that described in the Official Statement would relieve the successful bidder of its obligation to purchase the Bonds. The City has complied in alI material respects with any. undertaking previously entered into by it under the Rule. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at DTC. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Dorsey & Whitney LLP 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 immediately available funds. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relating to the City and the Bonds, and the Official Statement will serve as a nearly-final Official • Statement as required by Rule 15c2-12 of the SEC. The Official Statement, when further . , supplemented by an addendum 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 proposal therefor, the City agrees that, not 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 have been awarded a reasonable number of copies of the Official Statement and the addendum described above. The City designates said senior managing underwriter as its agent for purposes of distributing copies of the Final Official Statement to each participating underwriter. Any underwriter executing and delivering an official proposal form for the Bonds thereby agrees that if its proposal 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 receipt by each such participating underwriter of the Final Official Statement. Copies of the Official Statement, proposal forms and any additional information may be obtained from the City's financial consultants, Juran & Moody, a division of Miller, Johnson & Kuehn, Incorporated, 1100 World Trade Center, 30 East 7th Street, St. Paul, Minnesota 55101-4901 (1-800- .950-4666). Dated February 16, 1999. BY ORDER OF THE CITY COUNCIL Charlene Friedges, Clerk