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98-50 BExtract of Minutes of Meeting of thc City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Chan]mss~ Carver and Hennepin Counties, Minnesota, was held at the City Hall in the City on Tuesday, May 26, 1998, commencing at 6:30 P.M~ The following members of the Council were present: MANCINO, SENN, ENGEL, BERQUIST and the following were absent: MASON The following resolution was presented by Councilmember its adoption: RESOLUTION NO. 98-50B Berquist who moved RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,720,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1998E BE IT RESOLVED By the City Council of the City of C'"aanlmssen, Carver and Hennepin Counties, Minnesota (City) as follows: 1. It is hereby determined that: the City has duly established certain tax increment financing districts (TIF District) pursuant to Minnesota Statutes, Section 469.174 to 469.179 (TIF Act); DJ~143725 C~.35-29 (c) the City is authorized by Section 469.178 of the TIF Act to issue and sell its general obligations to pay all or a portion of the public development costs (Costs) identified in the tax increment fmanc~ plans (Plan.) for the TIF Districts; the following Costs to be financed by the Bonds are authorized by the Plans: Public Improvement~: Tax Increment District No. 1 - Road Improvements Costs of Issuance Allowance for Discount Bidding Less: Investment Earnings Total Bond Issue Development Cost $1,690,000 20,150 13,760 (3,910) $1,720,000 it is necessary and expedient to the sound financial management of the affairs of the City to issue $1,720,000 General Obligation Tax Increment Bonds, Series 1998E (Bonds) to provide financing for the 2. In order to provide financing for the Costs, the City will therefore issue and sell Bonds in the amount of $1,706,240. In order to provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $13,760. The excess of the pmchase price of the Bonds over the sum.of $1,706,240 will be '" ~"~lited to the debt service fund for the Bonds for the purpose of paying interest first coming du~ on the additional Bonds. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal: gkJ'l~43725 C~"1_,~5-29 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF, PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $t.720.000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1998E (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Monday, June 22, 1998, until 12:30 P.M., Central Time, at the offices of Springeted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. ConslderatJon for award of the Bonds will be by the City Counoli at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be subrnitted In a sealed envelope or by fax (612) 223-~002 to 8pringsted. 81gned Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bldder shall be responsible for submitting to Sprlngsted the final Proposal pdce 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 Inal~'llty of the b~dder to reaoh Sprlngstecl prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to pun=hare the Bonds regardless of the manner of the Proposal submitted. DETAIL8 OF THE BONDS The Bonds will be dated July 1, 1998, as the date of original Issue, and will bear interest payable on February 1 and August 1 of eaoh year, commencing February 1, 1999. Interest will be computed on the basis of a 360.clay year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2001 63~,000 2004 $340,000 2002 $346,000 2005 $340,000 2003 $345,000 BOOK ENTRY SYSTEM 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 tn fully registered form and one Bonds, representing the aggregate princ~al amount of the Bonds matudng In eaoh year, 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 of s single maturity through book entries made on the books and records of DTC and its participants. Principal and interest am 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 respons~lity of DTC: transfer of prtn~pai and Interest payments to beneficial ownem by participants will be the responalblllty of such pa~clpants 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. REGISTRAR The City will name the registrar which shall be subjeot to applicable SEC regulat~ns. The City will pay for the servioes of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2002, and on any day thereafter, to prepay Bonds due on or after February 1, 2003. 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. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the partier amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's Interest In such maturity to be redeemed and each partiolpant will then select by lot the beneficial ownership Interests In such maturity to be redeemed. All prepayments shall be at a prioe of par plus a~cruecl Interest. SECURITY AND PURPOSE The Bonds Will be ganefal 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 w~l pledge tax inorament revenue from the City's Tax Increment Dlstriot No. 1. The proceeds will be used to finance various public Improvements within the City's Tax Increment Dlstriot No.1. TYPE OF PROPOSALS Proposals shall be for not less than $1,706,240 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit CDeposit") in the form of a certified or cashiers check or a Financial Surety Bond in the amount of $t7,200, payable to the order of the City. If a check is used, It must accompany each proposal. If a Finanolal 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 Sprlngsted Incorporated prior to the opening of the proposals. The F~ancial Surety Bond must identify each undematter whose Depose Is guaranteed by such Financial Surety Bond. If the Bonds ara awarded to an underwfli~r using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Sprlngsted Incorporated in the form of a certified or cash]ers check or wire tm~r as instmoted by Springsted Incorporated not later than 3:30 P.M., Central 'Rrna, 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 yell depose the che~ of the pumhaser, 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 w~l be retained by the City. No proposal can be withdrawn or amended after the time set for receMng 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 mull]pies of 5/lCl0 or 1/8 of 1%. Rates must be in ascending order, Bonds of the same maturity shall bear a slngle rate from the date of the Bonds to the date of maturity. No cond'~onal proposals will be 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~ computation of the Interest rate of each proposal, In accordance with customary practice, will be controlling. - ii- The City Will reserve the right to: (I) waive non.subetantfve informarRlea of any proposal or of macros relating to the receipt of proposals and award of the Bonds, 01)reject all proposals -without cause, and, (iii) mJeot any proposal which the CRy determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'8 OPTION If the Bonds qualify for Issuance of any poi'my of municipal bond Insuranoe 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 costa of Issuance of the Bonds resulting from suoh purchase of insurance shall be paid by the pumha.~r, except that, if the City has requested and reoeived 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 munioipal bond Insurer to Issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for fa~ure or refusal by the pumhaser to accept dal'wery on the Bonds. CUSIP NUMBERS if the Bonds qualify for assignment of CUSIP numbers such numbem will be printed on the Bonds, but neither the fa~ure to pdnt such numbem on any Bonds nor any error with respect thereto vall co~ cause for failure or refusal by the pumhaser to accept del'wary of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP Identification numbers shall be paid by the purchaser. 8E'ITLEMENT WRhin 40 days following the date of their award, the Bonds will be derrvered without cost to the pumhaser at a place mutually satlsfac~ry to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary dosing papem, Inducting a no-litigation certificate. On the date of settlement payme~ 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 impceslble by aotion of the City. or Its agents, the purchaser shall be liable to the C~ for any loss suffered by the City by reason of the purchaser's non-compliance ~/ith said terms for payment. CONTINUING DISCLOSURE In accordanoa with SEC Rule 15c2-12Co)(b'). the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notioes of certain events. A description of this undertaldng is set forth in the Offi~! Statement. The purchaser's obligation to pumhase the Bonds will be condrdoned upon receiving evidence of this undertaldng at or prior to dern/ery of the Bonds. OFFICIAL STATEMENT The City has authorized the preparation of an Offldal ~ment containing pertinent Information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 1502-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any adcrRional Information prior to sale, any pmspe~ve purchaser is referred to the Financial AdvIsor to the City, Sprlngsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (812) 22.3-3000. .m The Official Statem~ when further supplemented by an addendum or addenda a~ the maturity dates, principal amounts and interest rotes 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 15,32-12. By award'mcj the Bonds' to any underwriter or undemtriting syndic-ate submitting a proposal therefor, the City agrees that, no mom than seven business days after the date of such award, it shall provide without cost to the senior managing undervalter of the synclia~e to which the Bonds are awarded 70 copies Of ~ 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 ~ agent for purposes of dlstn'buting copies of the Final Official b"tatern~ to each Participating Underwflfa~. Any unden~'ilar delivering a proposal with reepe~ to the Bonds agrees thereby that if Its proposal is accapt~ by the City (i) It shall accept such designation and ('~ It shall enter Into a contractual relationship with all Participating Unden~item of the Bonds for purposes of assurlrlg the recelFt by each such Participating Underwriter of the Final Official Statement. Dated May 26, 1998 BY ORDER OF THE CITY COUNCIL Is/Donald W. Ashworth City Manager 3. Springs~i Incorporated is authorized and directed to negotiate the Bonds in acco~nce with the foregoing Terms of Proposal. The City Council will meet at 6:30 p.m. on Monday, Sune 22, 1998, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. The motion for' the adoption of the foregoing resolution was duly seconded by Councilmember E nge i , and upon vote being taken thereon the following members voted in favor of the motion: Hancino, Senn, Engel, Berquist and the following voted against: None whereupon the resolution was declared duly passed and adopted. DO~K143"/25 CH135-29 STATE OF MINNESOTA COUNTIES OF CARVER AND HENNEPIN CITY OF CHANHASSEN I, the undersigned, being the duly ~mlifi~l and acting City Manager of the City of C~ Minnesota~ hereby certify that I have care~y compared the a~hed and foregoing extract of minutes of 8. regular meeting of the City Couilcil of the City held on Tuesday, May 26, 1998, with the original minutes on file in my office and the ~ is a full, true and correct copy of the minutes, inso~ as they relate to the issuance and sale of $1,720,000 ~ Obligation Tax Increment Bonds, Series 1998E of the City. WITNESS My hand as City Manager and the corpor~e seal of the City this __ day of ,1998. City of Chanhassen, Minnesota (SEAL)