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94-115 RES e EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ELK RIVER, MINNESOTA Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Elk River, Minnesota, was duly called and held at the Elk River City Hall on November 7, 1994, commencing at 6:00 P.M., C.T. The following Councilmembers were present: Hank Duitsman, John Dietz, Cecilia Scheel, and Larry Farber and the following were absent: Roger Holmgren Councilmember John Dietz following resolution and moved its adoption: introduced the RESOLUTION NO. 94-115 e RESOLUTION INITIATING THE PROCESS FOR THE SALE OF THE CITY'S $1,010,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 19940 BE IT RESOLVED by the City Council (the "Council") of the City of Elk River (the "City"), Minnesota, as follows: 1. It is hereby determined: (a) The City has duly ordered the making of and has undertaken or will undertake the public improvements described in the attached Exhibit A (the "Improvements") within the City pursuant to and in full conformity with Minnesota Statutes, Section 444.075. (b) It is necessary for the City to issue its General Obligation Water Revenue Bonds, Series 19940 (the "Bonds"), in an amount presently estimated not to exceed $1,010,000 pursuant to Minnesota Statutes, Section 444.075 and Chapter 475, to provide financing for the Improvements. (c) The City has retained Springsted Incorporated, in Saint Paul, Minnesota ("Springsted") , as its independent financial advisor for the Bonds and is therefore authorized to sell the Bonds by a competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9). e 276403. 1 e 2. The terms and conditions of the Bonds and the sale thereof are fully set forth in the "Terms of Proposal" attached hereto as Exhibit B, and the Council shall meet at the time and place specified therein for the purposes of considering the bids for the purchase of the Bonds and considering the award of the sale of the Bonds. Adopted on November 7, 1994, by the Elk River City Council. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Farber and upon a vote being taken thereon, the following voted in favor thereof: Hank Duitsman, Larry Farber, Cecilia Scheel, and John Dietz and the followinq voted against the same: none Whereupon said resolution was declared duly passed and adopted. e e 276403. 1 . EXHIBIT A RE: $1,010,000 G.O. Water Revenue Bonds, Series 19940 Construction of Pedestal Spheriod Tank at Gary Street Station: Construction, Engineering and Land Costs Costs of Issuance Allowance of Discount Total $ 978,480 15,869 13.130 $1,007,479 $1,010,000 Rounded for Issuance e e 276403. 1 e e e THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIA TE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,010,000 CITY OF ELK RIVER, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 19940 Proposals for the Bonds will be received on Monday, November 2S, 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 6:00 P.M., Central Time, oftne 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 PARI", Rules of Participation and the Terms sf 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 9S004, 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 bid shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the bid submitted. DETAILS OF THE BONDS The Bonds will be dated December 1, 1994, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing August 1, 1995. Interest will be computed on the basis of a 36Q-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 $35,000 2000 $55.000 2004 $70,000 1997 $50,000 2001 $60,000 2005 $75,000 1998 $50.000 2002 $60,000 2006 $SO,OOO 1999 $55,000 2003 $65,000 2007 5S0,OOO OPTIONAL REDEMPTION The City may elect on February 1, 2004, and on any day thereafter, to prepay Bonds due on or after February 1, 2005. Redemption may be in whole or in part and if in part, at the option of 200S $ 85,000 2009 $ 90,000 2010 $100,000 - i - e 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 net revenues of the water utility. The proceeds will be used to finance the construction of improvements to the City's water utility. TYPE OF PROPOSALS e Proposals shall be for not less than $996,870 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 $10,100. 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 undelWriter 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 r,equiremE!!nt. 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 51100 or 118 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 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. 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 underwriter, 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. e - ii - e 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. 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 e 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 Briggs and Morgan, Professional Association, of Saint Paul and 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 shal.1 have b~en 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 purchasers 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 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 Statemenr' 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 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 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. e Dated November 7, 1994 BY ORDER OF THE CITY COUNCIL Is/ Patrick Klaers Administrator - iii -