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79-42 & 43 ,:~./~ , . . CERTIFICATION OF MINUTES RELATING TO $3,300,000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS OF 1979 Issuer: City of Chanhassen, Minnesota Governiny BOdy: City Council Kind, aate, time and place of meeting: A regular meeting, held on Monday, July 2, 1979, at 7:30 P.M., at the City Hall Members present: Mayor Hobbs, Councilmen Pearson, Neveaux and Matthews .. Members absent: Councilman Geving Documents Attached: Minutes of said meeting (pages): 3 RESOLUTION NO. 79-42 RESOLUTION AWARDING SALE OF $3,300;000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS OF 1979 e RESOLUTION NO. 79-43 RESOLUTION AUTHORIZING THE ISSUANCE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $3,300,000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS OF 1979 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, certifying that the documents attached hereto, as described above, have been carefully compared with the original records of said cor- poration in my legal custody, from which they have been trans- cribed; that said documents are a correct and complete trans- cript of the minutes of a meeting of the governing bOdy ot 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 this 11th day of July, 1979. <?2reco(j~_~~ S1gnatu e e Donald W. Ashworth, Ci ty Manager "" -'~ ; ~ -.:'--- . The City Manager presented to the Council affidavits showing publication in the off.icial newspaper and the Commer- cial West of notice of sale of $3,300,000 General Obligation Temporary Improvement Bonds of 197~ of the City, for which sealed bids were to be received and considered at this meeting in accordance with Resolution No. 79-43 adopted by the City .... Council on June 11, 1979. Said affidavits were examined and found satisfactory and directed to be placed on file. The City Manager then announced that 3 sealed - bids had been received at his office prior to 7:30 P.M. pur- suant to said notice of call for bids. The bids were then opened, read and tabulated, and the highest and best bid of each bidder was found to be as follows: ce Name of Bidder Bid For Principal Interest Rate Total Interest Cost - Net Average Rate See page 3 .. c.. t " e -2- e e e .;. .,..-"~ 5.50% - 1982 PURCHASE PRICE: $3,278) 550.00 $565,950.00 (5.7166%) DAIN. KALMAN & QUAIL,) INC. ) FIRST ~TIONAL BANK } OF SAINI PAUL ) Joint Managers Allison-Williams, Co. Piper, Jaffray & Hopwood, Inc. Dean Witter Reynolds Miller & Schroeder Robert Baird & Co. Paine Webber Jackson & Curtis Robert S. C. Peterson Carleton D. Beh BANOORlHWEST First National Bank of Mirmeapolis Anerican National Bank and Trust Canpany Cronin & Marcotte, Inc. Merrill Lynch White Weld Capital Markets Group Moore, Juran & Conpany, Inc. 5.10% - 1982 PURCHASE PRICE: $3,237,000.00 $567,900.01 (5.736310), roNTINENTAL IlLINOIS NATIONAL 5.70% - 1982 BANK AND TRUST CCMPANY OF PURCHASE PRICE: $3,275,-250.00 $589,049.99 CHICAOO (5.9500%) -3- . .-.'^.....~'}'---'" e Councilperson Neveaux then introduced the following resolution and moved its adoption: RESOLUTION NO. 79-42 RESOLUTION AWARDING SALE OF $3,300,000 GENERAL OBLIGATION TEMPORARY IMPROV~lENT BONDS OF 1979 .... >e BE IT RESOLVED by the City Council of the City of Chanhassen, Minnesota, that the bid of Iain Kalman & Quail I ' of ~"""''''~1is , Minnesota, and " IlC. ,':~...~ . . assoclates, to purchase the $3,300,000 General Obllgatlon Temporary Improvement Bonds of 1979, to be dated July 1, 1979, and to be issued in accordance with the notice of sale hereto- fore duly published, is hereby found and declared to be the most favorable bid received pursuant to said notice of sale, and is hereby accepted, said bid being to purchase the bonds at a price of $ 3,278,550.00 and accrued interest on all bonds from date thereof to the date of their maturity, the bonds to bear interest at the rate of 5.50 % per annum. The Mayor and City Manager are authorized and directed to endorse a copy of said bid to show the City's acceptance and to return it to said bidder. The City Treasurer is directed to retain the good faith check of the successful . er and to return all other good faith checks forthwith. ~, Attest: !/2J {k,nJ9 C1E nager tion was duly seconded by Councilperson Pearson , and The motion for the adoption of the foregoing resolu- upon vote being taken thereon, the following voted in favor thereof: Mayor Hobbs, Councilmen Pearson, Neveaux and Matthews and the following voted against the same: None whereupon the resolution was declared duly passed and adopted, and was signed by the Mayor and attested by the City Manager. e -4- 't~ e" e e , .. Councilperson then introduced the Matthews following resolution and moved its adoption: RESOLUTION NO. 79-43 RESOLUTION AUTHORIZING THE ISSUANCE, FIXING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $3,300,000 GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS OF 1979. --. ~ BE IT RESOLVED by the City Council of the City of Chanhassen, Minnesota, as follows: 1. Bonds Authorized and Sold. This Council, by its Resolution No. 79-40, adopted June 11, 1979, authorized the issuance of $3,300,000 General Obligation Temporary Improvement Bonds of 1979 of " the City to finance various local improvement designated in the resolution. All of the provisions of said resolution are incorporated herein and made a part hereof. Said bOndS having been sold at public sale in accordance with law shall be prepared and delivered to the purchaser thereof forthwith. 2. Bond Terms. The bonds shall be designated General Obligation Temporary Improvement Bonds of 1979, shall be dated July 1, 1979, shall be 660 in number and numbered from 1 to 660, inclusive, lowest numbers first, shall mature on July 1, 1982, and shall bear interest from date of issue until paid or duly called for redemption at the rate of5.50;% per annum, represented by appropriate interest coupons, and payable semi- annually on January 1 and July 1 of each year, commencing July 1, 1980. All of the bonds shall be subject to redemption and prepayment at the option of the City, in inverse order of serial numbers, on July 1, 1980 and any interest payment date thereafter, at par plus accrued interest. Notice of call for redemption shall be mailed to the Bank at which principal and interest are then payable, and shall be published and shall be published not less than 30 days prior to the date specified for redemption, in a daily or weekly periodical published in a Minnesota city of the first class or its metropo~itan area, which circulates throughout the state and furnishes financial news as part of its service. Published notice shall be effective without mailing. Both principal and interest shall be payable at t~tern Natiooal Bank of Minneapolis , in Minneapolis , Minnesota, and the City hereby agrees to pay the reasonable and customary charges of such paying agent for the receipt and disbursement thereof. -5- ," . ,. e ~a ~.,- e " . 3. Bona and Coupon Forms. The bonds of this issue and the coupons to be appurtenant thereto shall be in sub- stantially the following form: ..... .' f ~ .'f,.,;:_._~ -, -, -1)- ~ " > " e UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF CARVER AND HENNEPIN CITY OF CHANHASSEN GENERAL OBLIGATION TEMPORARY IMPROVEMENT BOND OF 1979 No. $5,000 ~e KNOW ALL MEN BY THESE PRESENTS that the City of Chanhassen, a duly organized and existing municipal corporation of Carver and Hennepin Counties, Minnesota, acknowledges itself to be indebted and for value received promises to pay to bearer the sum of FIVE THOUSAND DOLLARS on the 1st day of July, 1982, or on a date prior thereto on which this bond shall have been duly called for redemption, and to pay interest thereon at the rate of percent ( %) per annum from the date hereof until said principal sum is paid or until this bond is duly called for redemption, payable semiannually on each January 1 and July 1, commencing July 1, 1980, in accordance with and upon presentation and surrender of the interest coupons appurtenant hereto. Both principal and interest are payable at , in , Minnesota, in any coin or currency of the United States of America, which on the respec- tive dates of payment is legal tender for public and private debts. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the' City are hereby irrevocably pledged. This bond is one of an issue in the aggregate prin- cipal amount of $3,300,000, all of like date and tenor except as to serial number, all issued for the purpose of defraying expenses incurred and to be incurred in constructing local improvements in said City heretofore duly oraered and con- tracted to be made in accordance with the provisions of Minnesota Statutes, Chapter 429, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, and pursuant to resolutions duly adopted by the City Council. This bond is payable primarily from the 1979 Temporary Improvement Bond Fund of said City, to which fund there has been irrevocably appropriated the general ad valorem taxes and the special assessments to be levied in respect to the improvements financed by this issue, and into which fund there are to be paid the proceeds of definitive improvement bonds which the City is required by law to issue at or prior to the maturity of this bond for the pur- e -7- .' . ," ." . . e pose of refunding the same to the extent that the same cannot be paid from assessments and taxes theretofore collected and from other municipal funds which are properly available and are appropriated by the Council for that purpose. The bonds of this issue are each subject to redemption and prepayment at the option of the City and in inverse order of serial numbers, on July 1, 1980 and any interest payment date thereafter, at a price of par plus accrued interest. Not less than 30 days before the date specified for redemption, the City will cause notice of call for redemption to be published in a Minnesota city of the first class or its metropolitan area, which circulates throughout the state and furnishes financial news as part of its service. ...... ... e IT IS CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be per- formed preliminary to and in the issuance of this bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required; that the Council is required by law to pay the principal .of and interest on the bonds of this issue, and on definitive improvement bonds issued to refund such bonds or to complete payment of the cost of the improvements financed hereby, out of any fund of the City if the amount credited to the fund specified for that pur- pose is insufficient, and to levy each year an ad valorem tax sufficient to take care of any accumulated or anticipated deficiency, which tax is not subject to any constitutional or statutory tax limitation; and that the issuance of this bond did not cause the indebtedness of the City to exceed any constitutional or statutory limitation. IN WITNESS WHEREOF the City of Chanhassen, Minnesota, by its City Council, has caused this bond and tne interest coupons appurtenant hereto and the certificate appearing on the reverse side hereof to be executed by the printed facsimile signatures of the Mayor and the City Manager, has caused this bond also to be executed by the manual signature of one of said officers, and has caused this bond to be dated as of July 1, 1979. " (Facsimile signature) City Manager (Facsimile signature) Mayor (Manual signature) e -u- . . e ~<e e " . , . .' (Form of Coupon) No. $ unless this bond has been duly called for earlier redemptlon, on the 1st day of June (December), 19 , the City of Chanhassen, Carver and Hennepin Counties, Minnesota, will pay to bearer at , in , Minnesota, the sum shown hereon in lawful money of the United States of America for interest then due on its General Obligation Temporary Improve- ment Bond of 1979 dated July 1, 1979, No. (Facsimile signature) City Manager (Facsimile signature) Mayor (Form of certificate to be printed on the reverse side of each bond, following a full copy of the legal opinion on the issue.) We certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of bonds of the City of Chanhassen, Carver and Hennepin Counties, Minnesota, which includes the within Dond, dated as of the date of delivery of and payment for the bonds. (Facsimile signature) City Manager (Facsimile signature) Mayor ~:t .....~~ ,,*,,-,",-.'- -9- . . e r.c.A ~ .~ e .. . , , .' 4. Execution and Delivery. The bonds shall be prepared under the direction of the City Manager and shall be executed on behalf of the City by the printed facsimile signa- tures of the Mayor and the City Manager, and by the manual signature of either of said officers. The interest coupons attached to each bond and the legal opinion certificate shall be executed and authenticated by the printed facsimile signa- tures of the Mayor and City Manager. When the bonds have been so executed and authenticated, they shall be delivered by the Treasurer to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be ooligated to see to the application of the purchase price. 5. Construction Funds. A separate fund shall be provided by the City Treasurer for each of the local improve- ments described in Resolution No. 79-43. The bond proceeds appropriated to these funds shall be credited thereto in the amounts determined to be necessary for payment of the cost of the improvements, respectively, and each fund shall be used solely to defray expenses of the improvement for which it is created, including payment of a proportionate share of interest and principal, if any, due upon the bonds issued hereunder, until all the improvements have been completed and the cost thereof has been paid. Thereupon these funds shall be discon- tinued, and any balance of the proceeds of the bonds remaining therein, and all subsequent collections of special assessments and taxes levied for the improvements, shall be credited and paid and are irrevocably appropriated to the bond fund referred to in Section 6. 6. Bond Fund. So long as any of the bonds issued hereunder are outstanding and unpaid, the Treasurer shall main- tain a separate and special 1979 General Obligation Temporary Improvement Bond Fund on the official books and records of the City, to be used for no purpose other than the payment of the principal of and interest on these bonds and on such other temporary improvement bonds of the City as may be directed to be paid from that Fund. If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on such bonds, the payment shall be made from any fund of the City which is available for that purpose, subject to reim- bursement from the Bond Fund when the balance therein is suffi- cient, and the Council covenants and agrees that it will each year levy a sufficient amount to take care of any such accumu- lated or anticipated deficiency, which levy is not subject to any constitutional or statutory tax limitation. 7. Appropriations; Definitive Bonds. The City irrevocably pledges and appropriates to the Bond Fund (a) any amount of bond proceeds received from the purchaser in excess -10- . "J . , '" .. ~ '. ' e . of $3,237,000, (b) the balances in the improvement funds and sUbsequent collections of taxes and assessments referred to in Section 5, and (c) an amount of the proceeds of definitive improvement bonds which the City is requirea, under the provi- sions of Minnesota Statutes, Section 429.091, Subdivision 3, to issue and sell at or prior to the maturity of the temporary bonds issued hereunder, to the extent that the same cannot be paid from the assessments and taxes theretofore collectea, or out of any other municipal funds which may be properly avail- able and are appropriated by the Councll for that purpose, which amount shall be sufficient, with all other cash then on hand in the improvement funds and Bond Fund, to pay all fees and expenses incurred in connection with the improvements and the financing thereof, including but not limited to the entire principal amount of the temporary bonds issued hereunder and all interest accrued thereon. Under the provisions of Section 429.091, Subdivision 3, in the event that definitive bonds have not been issued and sold at the time so required, the holders of the temporary bonds may require the City to issue definitive bonds in exchange therefor, on a par for par basis, bearing interest at the maximum rate permitted by law, and maturing serially at such times and in such amounts that the principal and interest can be paid when due by the collections of taxes and assessments referred to in Section 8 below. . re 8. Special Assessments. The City further covenants and agrees that it will do and perform all acts and things necessary for the final and valid levy of special assessments upon the properties benefited by each of the improvements referred to in Resolution No. 79-43 , in amounts proportionate to and not exceeding the special benefits received by the respective properties, and in an aggregate principal amount not less than 20% of the cost of each improvement, and will levy a tax upon all taxable property within its corporate limits for the payment of any part of such cost to be paid by the City, and will cause such taxes and assessments, and interest on deferred installments of the assessments, to be certified for collection in the years and amounts such that, if collected in full, they will produce sums which, together with the proceeds of the definitive improvement bonds to be issued as herein provided, are not less than 5% in excess of the amount needed to meet when due the principal and interest payments on the General Obligation Temporary Improvement Bonds issued hereunder. ."~~.. '-.- e 9. Pledge of Full Faith and Credit. The full faith and credit and taxing powers of the City are irrevocably pledged for the prompt and full payment of the principal of and interest on the bonds issued hereunder and on all other bonds made payable from the 1979, General Obligation Temporary Improvement Bond Fund, in accordance with the provisions of this resolution. It is estimated that the collections or assessments, tax levies and revenues derived from the issuance -11- . . .-' ..,. ~ . . . e and sale of definitive improvement bonds as herein provided will produce sums available for the payment oe the bonds at the times and in amounts required by Minnesota Statutes, Section 475.61, and therefore no tax is levied for this purpose at the present time. It is recognized, however, that the City's liability on the bonds issued hereunder is not limited to the provision of these funds, and that the City Council is required by Section 475.61 to levy and cause to be extended, assessed and collected any additional taxes found necessary for full payment of the principal and interest on the bonds. 10. Registration of Bonds. The City Manager is hereby authorized and directed to file a certified copy of this resolution with the County Auditors of Carver and Hennepin Counties, together with such other information as they shall require, and to obtain from said County Auditors a certificate that said bonds have been entered on their bond register. ;;ce 11. Authentication of Transcript. The City Manager and other officers of the City and Counties are also authorized and directed to prepare and furnish to the purchaser of the bonds and to the attorneys approving the legality thereof, certified copies of this resolution and of all other resolu- tions, proceedings and records of the City relating to the authorization and issuance of the bonds, and all other proceed- ings and records reasonably required to show the validity or marketability of the bonds; and all statements contained in such documents shall be deemed representations and recitals by the City. 12. Covenant Relating to Tax Exemption. The City covenants and agrees with the holders from t1me to time of the bonds herein authorized, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest payaale on the bonds to become subject to taxation under the United States Internal Revenue Code; and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Internal Revenue Code. Internal Revenue Code as used herein includes the Code and all regulations, amended regulations and proposed regula- tions issued thereunder, as now existing or as hereafter amended or proposed. ~:, ,". -=::''""..-.. 13. Arbitrage. The Mayor and City Manager, being the officers of the City charged with the responsibility for issuing the obligations pursuant to this resolution, are autho- rized and directed to execute and deliver to the purchaser a e -12- j .. . .., ,~"'. ",,"4.. , . e certificate in order to satisfy the provisions of Section l03(c) of the Internal Revenue Code and the regulations, existing and proposed, promulgated under. Attest: 42~ . l.ty Manager .... .. The motion for the adoption of the foregoing resolu- tion was duly seconded by Councilperson Pearson , and upon vote being taken thereon, the following voted in favor thereof: Mayor Hobbs, Councilmen Pearson, Neveaux and Matthews and the following voted against the same: None e whereupon the resolution was declared duly passed and adopted, and was signed by the Mayor and attested by the City Manager. ,; ~. ::;,,-~~'" :~{It i.# <>;,~.. >C'''--'' W e -l3-