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HomeMy WebLinkAboutCC RES 94-031 RESOLUTION CALLING FOR THE SALE OF GENERAL OBLIGATION IMPROVEMENT BONDS SERIES 1994A Meeting Sheet 11111 111 11111 Igloo I III ...1 ..191111 103432 Box: 26 Folder: RES 1994 Document: CC RES 94-031 RESOLUTION CALLING FOR THE SALE OF GENERAL OBLIGATION IMPROVEMENT BONDS SERIES 1994A CITY OF ST. ANTHONY • RESOLUTION 94-031 A RESOLUTION CALLING FOR THE SALE OF GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1994A BE IT RESOLVED, by the City Council of the City of St. Anthony (the City) as follows: Section 1. Pose, The City Council has ordered the 1994 Road Improvement Project under Minnesota Statutes, Chapter 429, consisting of street reconstruction on 32nd Avenue N.E. from Rankin Road to Silver Lake Road; street reconstruction on Hilldale Avenue N.E. from Rankin Road to Silver Lake Road; bituminous overlay on Croft Drive from 32nd Avenue N.E. to 33rd Avenue N.E.; bituminous overlay on Skycroft Drive from 32nd Avenue N.E. to 33rd Avenue N.E.; bituminous overlay on 31st Avenue N.E. from Rankin Road to Silver Lake Road; bituminous overlay on Rankin Road from 32nd Avenue N.E. to 33rd Avenue N.E.; and bituminous overlay on 32nd Avenue N.E. from Croft Drive to Rankin Road (collectively the Improvements). To finance the Improvements, it is determined to be in the best interests of the City to issue its General Obligation Improvement Bonds, Series 1994A in the principal amount of$525,000 (the Bonds), pursuant to Minnesota Statutes, Chapters 429 and 475. • Section 2. Terms of Proposal. Springsted Incorporated, financial consultant to the City, has presented to this Council a form of Terms of Proposal for sale of the Bonds, which is attached hereto and hereby approved and shall be placed on file with the City Clerk. Each and all of the provisions of the Terms of Proposal are hereby adopted as the terms and conditions of the Bonds and of the sale thereof. Springsted Incorporated, as independent financial advisors, 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. Section 3. Sale Meeting. This Council shall meet at the City Hall on Tuesday, May 24, 1994 at 7:00 o'clock P.M. for the purpose of considering sealed bids for the purchase of the Bonds, and of taking such action thereon as may be in the best interests of the City. Section 4. Reimbursement of Costs from Proceeds of the Bonds All or a portion of the costs of the Improvements may be paid by the City prior to the issuance of the Bonds to finance the Improvements, and to the extent such costs are paid by the City prior to the issuance of the Bonds, it is the reasonable intent of the City to reimburse all of a portion of the costs of the Improvements paid by the City prior to the issuance of the Bonds from the proceeds of the Bonds. • Resolution 94-031 • Page 2 Adopted this V day of ( , 4.,&LL , 1994. 4ayo" r ATTEST: City Clerk Reviewed for administration: Interim Ci Manager • • THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: • TERMS OF PROPOSAL $525,000 CITY OF ST. ANTHONY, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1994A Proposals for the Bonds will be received on Tuesday, May 24, 1994, 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., Cer.ral Time, of the same day. DETAILS OF THE BONDS The Bonds will be dated June 1, 1994, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1995. Interest will be computed on the basis of a 360-day year of twelve 30-day months. 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: 1996 $10,000 2000 $30,000 2004 $35,000 2008 $45,000 1997 $25,000 2001 $30,000 2005 $40,000 2009 $45,000 1998 $30,000 2002 $35,000 2006 $40,000 2010 $50,000 1999 $30,000 2003 $35,000 2007 $45,000 OPTIONAL REDEMPTION The City may elect on February 1, 2003, and on any day thereafter, to prepay Bonds due on or after February 1, 2004. Redemption may be in whole or in part and if in part, at the option of the City and in such order 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 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 special assessments against benefited property. The proceeds will be used for street and utility improvements in the City. TYPE OF PROPOSALS • Proposals shall be for not less than $517,650 and accrued interest on the total principal amount of the Bonds. Proposals 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 $5,250, payable to - i - 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 City. No proposal can be withdrawn or amended after the time set for receiving proposals 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. Bc !ds 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 City'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. 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. 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. SETTLEMENT 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 Dorsey & Whitney 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. - ii - 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 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 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 senior managing underwriter of the syndicate to which the Bonds are awarded 20 copies of the Official Statement and the addendum or addendF ,.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 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 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 April 26, 1994 BY ORDER OF THE CITY COUNCIL • /s/ Connie Kroeplin City Clerk DORSEY & WHITNEY A P•viw["s lwc MWO PUo U-820w Coaroo r - 220 SOUTH SIXTH STREET MINNEAPOLIS,MINI:ESOTA 55402-1498 (612) 340-2600 TELEX 29-0605 PAX(612)340-2868 City of St. Anthony St. Anthony, Minnesota Re: $525,000 General Obliga' 'an Improvement Bonds, Series 1994A City of St. Anthony, Hennepin and Ramsey Counties, Minnesota Ladies and Gentlemen: As Bond Counsel in connection with the authorization, issuance and sale by the City of St. Anthony, Hennepin and Ramsey Counties, Minnesota (the "City"), of its General Obligation Improvement Bonds, Series 1994A dated, as originally issued, as of June 1, 1994, in the total principal amount of $525,000 (the "Bonds"), we have examined certified copies of certain proceedings taken, and certain affidavits and certificates furnished, by the City in the authorization, sale and issuance of the Bonds, including the form of the Bonds. As to questions of fact material to our opinion we have assumed the authenticity of and relied upon the proceedings, affidavits and certificates furnished to us without undertaking to verify the same by independent investigation. From our examination of such proceedings, affidavits and certificates, and based upon laws, regulations, rulings and decisions in effect on the date hereof, it is our opinion that: 1. The Bonds are valid and binding general obligations of the City enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable from special assessments which the City has levied or agreed to levy on-the property specially benefited by the improvements financed by the issuance of the Bonds and ad valorem taxes levied on all taxable property in the City, and, to any extent not so paid, from additional ad valorem taxes required by law to be levied on all taxable property in the City without limitation of rate or amount. 3. Interest on the Bonds (a) is not includable in gross income for federal income tax purposes or in taxable net income of individuals, estates or trusts for Minnesota income tax purposes; (b) is includable in taxable income of corporations and financial institutions for purposes of the Minnesota franchise tax; DoRSEY & WHITNEY $525,000 General Obligation City of St. Anthony, Hennepin, Improvement Bonds, Series 1994A and Ramsey Counties, Minnesota -2- (c) is not an item of tax preference includable in alternative minimum taxable income for purposes of the federal alternative minimum tax applicable to all taxpayers or the Minnesota alternative minimum tax applicable to individuals, estates and trusts; and (d) is includable in adjusted current earnings of corporations in determining alternative minimum taxable income for purposes of the federal alternative minimum tax imposed on corporations. 4. The City has designated the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code"), and, financial institutions described in Section 265(b)(5) of the Code may treat the Bonds for purposes of Section 265(b)(2) and 291(e)(1)(B) of the Code as if they were acquired on August 7, 1986. The opinions expressed in paragraphs 1 and 2 are subject as to enforceability to the effect of any state or federal laws relating to bankruptcy, insolvency, reorganization, moratorium or creditors' rights and the exercise of judicial discretion. The opinions set forth in paragraphs 3 and 4 are subject to the condition that the City comply with all the requirements of the Code that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excluded from gross income for federal income tax purposes, and the Bonds be and continue to be qualified tax-exempt obligations. The City has covenanted in the resolution authorizing the issuance of the Bonds to comply with these continuing requirements. Failure of the City to comply with these requirements may result in the inclusion of interest on the Bonds in federal gross income and in Minnesota taxable net income, retroactive to the date of issuance of the Bonds. Except as stated in this opinion, we express no opinion regarding federal, state or other tax consequences to owners of the Bonds. We have not been asked, and have not undertaken, to review the accuracy, completeness or sufficiency of any offering materials relating to the Bonds, and accordingly, we express no opinion with respect thereto. Dated: June , 1994. Very truly yours,