98-51 AAfter due consideration of the proposals, Member
the following resolution and moved its adoption.
Berguist
RESOLUTION NO. 98-51A
A RESOLUTION AWARDING THE SALE OF $4,970,000
GENERAL OBLIGATION PARK BONDS, SERIES 1998A;
FIXING TKEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PA~
BE IT RESOLVED By the City Council of the City of Chanl3us~ Carver and Hennepin
Counties Minnesota (City) as follows:
Section 1. Sale of Bond~.
1.01. The proposal of Dain Rauschert IDq, (Pule. hair) to
purchase $4,970,000 General Obligation Park Bond~ Series 1998A (Bonds) of the City described
in the Official Terms of Proposal thereof is he.by found ~c[ det~mined to be a re~nable offer
and is hereby accepted, the proposal being to puw, hase the Bonds at a price of $4,911,457.40
plus accn~ intem~ to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Mamriw ~ Mau~W ~
2002 4.40% 2007 4.40 %
2003 4.40 2008 4.45
2004 4.40 2009 4.55
2005 4.40 2010 4. 625
2006 4.40
Tn~ intem.~ co~: 4.63601
1.02. The sum of $11,4 5 7.4 0being the amount proposed by the Purc~ in excess
of $4,900,000 is credited to the Debt Service Fund hereina/~ creab~ The City Manager is
directed to deposit the good faith check of the ~, pending completion of the sale of the
Bonds, and to return the good faith checks of the -,.~:~ul proposers forthwith. The Mayor
and City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota S~
Chapter 475 (Act), in the total principal amount of $4,970,000, originally dated June 1, 1998, in
the denomination of $5,000 each or any integral multiple thereof, numbered No. R-I, upward,
CH1'15-29
bearing interest as above set forth, and maturing serially on February 1 in the years and amounts
as follows:
Ye0r AmQunt Year Amount
2002 $225,000 2007 $755,000
2003 255,000 2008 $35,000
2004 315,000 2009 920,000
2005 615,000 2010 370,000
2006 680,000
1.04. Optional Redemption. The City may elect on February 1, 2006, and on any day
thereatter to prepay Bonds due on or ai~ February 1, 2007. 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 will determine.
If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as
defined in Section 7 hereof) of the particular 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 participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus ~ interest
1.05. Term Bol~dS. (To be completed if Term Bonds are requested by the Purchaser.)
Section 2. ~stration and Payment.
2.01. Re~i~,er~l Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon ~ of each Bond, the principal amount' thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. D~t~; Interest Payment Dates. F. ach Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of thc date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the a_m~. of original issue. The interest
on the Bonds is payable on February 1 and Augt~ 1 of each year, commencing February l,
1999, to the registered owners of record thereof as of the close of business on the fifteenth day
of the immediately precedi~ month, whether or not such day is a business day.
2.03. Registration- The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Re~ister. The Registrar must keep at its principal corporate tn~ office a
bond register in Which the Registrar provides for the regisuafion of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
l:kTr~4 2 ~ 3 8
which both the City and the Registrar must be named as obi/gees. Bonds so surrendered
to the Re/istrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
or been called for redemption in accordance with i~s re'ms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
ma/ling a copy of the redemption notice by first class mail (postage' prepa/d) not more
than 60 and not less than 30 days prior to the date fixed for redemption to the ~
owner of each Bond to be redeemed at the address shown on the registration books kept
by the Registrar and by publishing the notice if required by law. Failure to give notice
by publication or by mail to any rcg/stered owner, or any defect therein, will not affect
the validity of the proceedings for the redemption of Bonds. Bonds so called for
the funds for the redemption are on deposit with the place of payment at that time.
2.04. A_ov0intmellt of Initial Registrar. The City appoints
Firstar Bank of Minnesotat N.A. , St. Paul , ~~, as ~]~ ~al
Registrar. The lViayor and the City MauaEer are authorized to execute and deliver, on behalf of
the City, a contract with the ReSistrar. Upon metier or consolidation of the Re/istrar with
another corporation, if the resulting corporation is a bank or trust company authoriz~ by law to
conduct such business, the resulting corpoxaiion is mzhorized to act as successor Registrar. The
City agrees to pay the reasonable and custo~ charges of the Registrar for the services
performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon
the appointment of a successor Registrar, in which event the predece~r Registrar must deliver
all cash and Bonds in its possession to the successor Registrar and must deliver the bond register
to the successor Registrar. On or before each principal or interest due date, without timber order
of this Council, the City Finance Direcwr must transmit to the Registrar moneys sufficient for
the payment of all principal and interest then due.
2.05. Execution. Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the s/gnatm~ of the Mayor
and the City Manager, provided that all signatmes may be printed, engraved or lithographed
facsimiles of the orisinals, If an officer whose signature or a fa~_imile of whose sigaaJ;ure
appears on the Bonds ceases to be such officer before the delivery of any Boud, that sismmm~
or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer
had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid
or obligatory for any purpose or entitled to any security or benefit under this Resolution unless
and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized represen~ve of the Registrar. Certificates of authentication on
different Bonds need not be s/gned by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenfi~ and delivered under
this Resolution. When the Bonds have been so prepared, executed and authenti~ the City
Manager will deliver the same to the Pure, hazer upon payment of the purchase price in accord-nce
with the contract of sale heretofore made and executed, and the Purcha.~r is not obligated to see
to the application of the purchase price.
[kTZ14293e
C~1:35-29
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endo~
by the r~gistered owner thereof or ac~mpanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will authenticate
and deliver, in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the transferor.
The Registrar may, however, close the books for registration of any transfer afl~ the
fifteenth day of the month preceding each interest payment date and until that interest
(c) Exchan~_c of Bonds. When Bonds are surrendered by thc registered owner
for exchange thc Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as req~.by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds ~ upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Im_m-oper or Unautho~ Transfer. When a Bond is presented to the
Reigstrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or sepmate insmanent of transfer is valid and
genuine and that the request~ transfer is legally authorized. The Regig/rar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(0 Persons Deemed Owner~ The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or
on account of, the principal of and interest on the Bond and for all other ~ and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
(g) Taxes. Fees and Char~_es. Thc Regigu-ar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated. Lost. Stolen or Destroyed Bond.x If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substi~on for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or
lost, upon the payment of thc reasonable ~ and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with
the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and
of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
2.06. Tempor0rv Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of BQnd.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTIES OF CARVER AND I-IENNEP~
CITY OF CHANHASSEN
GENERAL OBLIGATION PARK BOND, SERIES 1998A
Date of
Rate Matwity Original Issue CUSIP
June 1, 1998
The City. of CSmnlmssen, Minnesota, a duly organized and existing municipal corporation
in Carver and Hennepin Counti.es, ~ (City), acknowledges itseff to be indebted and for
value received hereby promises to pay to the Registered Owner specified above or registered
assi~ the principal sum of $ on the maturity date specified above, with imerest
thereon from the date hereof at the annual rate specified above, payable February I and August 1
in each year, cotnmencing February 1, 1999, to the person in whose name this Bond is registered
at the close of business on the fifteenth day (whether or not a business day) of the immediately
preceding month. The interest hereon and, upon presentation and ~ hereof, the principal
hereof are payable in lawful money of the United States of America by check or draft by
, lV[innesota, as Bond Registrar, Paying AgenI,
Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. 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 have been and
are hereby irrevocably pledged.
The City may elect on February 1, 2006, and on any day thereafter to prepay Bonds due
on or after February 1, 2007. Redemption may be in whole or in part and if in pm't, at the option
1~,J-IC242938
of'the City and in such manner as the City will determine. If less than ali Bonds of a m~-~ty
are called for redemption, the City will notify The Depository Trust Company (DTC) of the
particular 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 participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
Additional provisions of this Bond are contained on the reverse hereof and such provisions
will for all purposes have the same effect as though fully set forth in this place.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certifica~ of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authoriz~ representatives.
IN WITNESS WHEREOF, the City of ~ Carver and Hennepin Counties,
Minnesota, by its City Council, has caused this Bond to be execuIed on its behalf by the fac~mile
or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as
of the date set forth below.
CITY OF CHANHASSEN, MINNESOTA
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within_
By
Authorized Representative
DJ~C].42938
CI. L1.3 5- 2 9
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $4,970,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, ail issued pursuant to a resolution adopted by the City Council on May 26, 1998 (the
Resolution), for the purpose of providing money to aid in financing the cost of improvements to
park, trail and open space recreational facilities, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475,
pursuant to authority granted by the voters of the City at a regularly called and duly held election,
and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set
forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of
this Bond and the City Council has obligated itseff to levy additional ad valorem taxes on all
taxable property in the City in the event of any deficiency, which additional taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully
registered Bonds in denominations of $5,000 or any integrai multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transf~le upon the books of the City at the principal office of the Bond Regi~, by the
registered owner hereof in person or by the owner's attorney duly autho~ in writing, upon
surrender hereof together with a written instrument of transfer ~ti~ry to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may aiso be sun'endered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the mmsferee or registea~ owner,
of the same aggregate principal amount, bearing interest at the same rate and maturing on the
same date, subject to reimbursement for any tax, fee or governmental charge required'to be paid
with respect to such Uansfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, wh~ this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIF. D, RECITED, COVENANTED AND AGREED 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 performed 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, and that the issuance
of this Bond cloe~ not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
i
Thc following abbreviations, when used in the inscription on the face of this Bond, will
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT
(Cust)
TEN ENT - as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
as joint tenants with
fight of survivo~p and
not as tenants in common
· · · · · · · · · · ·
(sine)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value receiv~ the undemigned hereby sells, assigns and uansfers unto
the within Bond and all rights thereunder, and
does hereby irrevoc~ly constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Notice:
The assignor's signature to this assignmellt must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any chanse whatever.
Signatu~ Gtmranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Progratn ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be detmaxfined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Secmifies Exchange
Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided. '
D,.TKZ42 938
CH135-29
·
!
Name and A~;
Please insert social security
identifying number of assignee
(Include information for all joint owners if this
Bond is held by joint account.)
or other
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been ~-gistered on
the books of the Registrar in the name of the person last noted below.
Date of Re~stration
Sigmm~ of
Officer of the ~
Cede&Co.
Federal ID #13-2555119
3.02. The City Manager is authorized and directed to obtain a copy of the proposed
approving legal opinion of Kennedy & C_rrav~ Chartered, Minnez~oli~ Minnesota, which will
be complete except as to dating thereof and cause the opinion to be printed on or accompany each
Bond.
Section 4. Paym_~ent; SecuriW; Pledges and Covenants.
4.01. The Bonds will be payable fxom the General Obligation Park Bonds, Series 1998A
Debt Service Fund (Debt Service Fund) hereby erealed, and the proceeds of the ad valorem taxes
hereinafter levied described in the resolution authorizing the sale of the Bonds, are hereby
pledged to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes
due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance
Director will pay such principal or interest from the general fund of the City, and the general
fund will be reimbursed for those advances out of the proceeds of the taxes levied by this
resolution, when collected. There is appropriated to the Debt Service Fund (i) capitalized interest
financed from Bond proceeds, if any, (ii) any amount over the minim-m purchase price of the
Bonds paid by the Purchaser, and (iii) the accn~ interest paid by the Purchazer upon closing
and delivery of the Bonds.
D~TICl.42938
·
CHlaS=29 .-
.
·
i
4.02. For the purpose of paying the principal of and interest on the Bonds, there is levied
a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be
spread upon the tax rolls and collected with and as part of other general taxes of the City. The
tax will be credited to the Debt Service Fund above provided and is in the years and amounts as
follows (year stated being year of levy for collection the following year):
Year L~ry
(See Attachment A)
4.03. It is determined that the estimmod collection of the foregoing taxes will produce
at least five percent in excess of the amount needed to meet when due, the principal and interest
payments on the Bonds. The tax levy herein provided will be krepealable until all of the Bonds
are paid, provided that at the time .the City makes its annual tax levies the City Manager may
certify to the County Auditor of Carver County and the Taxpayer Services Division Manager of
Hennepin County the amount available in the Debt Service Fund to pay principal and imerest due
during the ensuing year, and the County Auditor and Taxpayer Services Division Manager will
thereupon reduce the levy collectible during such year by the amount so certified.
4.04. The City Manager is authorized and directed to file a certified copy of this
resolution with the County Auditor and Taxpayer Services Divis/on Manager and to obtain the
certificate required by Minnesota Statutes, Section 475.63.
Section 5. Au~henfcafign 9f Transcdz~.
5.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records
of the City relating to the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcri~ as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their 'control, relating
to the validity and mar~ility of the Bonds, and such insmnnents, including any heretofor~
furnished, will be deemed representations of the City as to the flints stated therein_
5.02. The Mayor and City Manager are autbo~ and directed to certify that they have
examined the Official Statement prepared and circulated in connection with the hsuance and sale
of the Bonds and that to the best of thek knowledge and belief the Official Statement is a
complete and ~ representation of the facts and representations m~a_~ therein as of the date
of the Official Statement.
Section 6. T~ COvenm~t.
6.01. The City covenants and agrees with the holders from time to time of the Bonds
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 on the Bonds to become subject to taxation mxier the Internal
Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, alld that it will take or cause its officers,
C~..Z135-29
employees or agents to take, all affirmative action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter mended and made applicable to the
Bonds.
6.02. (a) The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of
the Code, including without limitation requirements relating to temporary periods for invesunents,
limitations on amounts invested at a yield greater than the yield on the Bonds
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 thro~ 150 of the Code.
6.04. The City will use .its best efforts to comply with any federal procedmal
requirements which may apply in order to effectuate the desi~om made by this section-
Section 7.
Book-g. ntry System; Limited Obli_~i_'on of CiW.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company,
New York, New York, and its successors and assigns (DTC). Except as provided in this section,
all of the outstanding Bonds will be registered, in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond RegisUar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial in.stitutions from time to time for which DTC holds Bonds as secm'/ties depository
(Participants) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation w/th respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to .any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Bond Registrar), of
any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
any Participant or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar
and the Paying Agent may treat and consider the person in whose name each Bond is registered
in the registration books kept by the Bond Registrar as the holder and absolute owner of such
Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and imerest on the Bonds only to
or on the order of the respective register~ owners, as shown in the m-gistmfion books kept by
the Bond Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or
DO*g/42938
CR135-29
interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered
owner of Bonds, as shown in the registration books kept by the Bond Registrar, will receive a
certificated Bond evidencing the obligation of this resolution- Upon delivery by DTC to the City
Manager of a written not/ce to the effect that DTC has determined to substitute a new nominee
in place of Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and
upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the
Bond Registrar and Paying Agent.
7.03. R~resent0fion Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
7.04. Tran-.ff_~ ~de Book-Entry $¥~-m. In the event the City, by resolution of the
City Council, determines that it is in thc best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certifi~ the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certifi~. In such
event the City will issue, transfer and exchange Bond certifi~ as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution- DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the Bond
hereof will apply to the tramper, exchange and method of payment thereof.
7.05. PoYments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & CO1, as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and all notices
with respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the ~tation Letter.
Section 8. Continuina Disclosure.
_
8.01. The City hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Cerfific, me. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not
to be considered an event of default with respect to the Bonds; however, any Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this sectiom
8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery
of the Bonds, as originally executed and as it may be amended from time to time in accord-~ce
with the terms thereof.
DJ'lC142938
C~,]1~5129
· .o Attachment A
CITY OF CHANHASSEN, MINNESOTA
GO PARK BONDS, 1998A
POST SALE TAX LEVIES
Year Levy Year Levy
Is Made Is Collected
Amount
Of Levy
1998 1999
1999 2000
12~293
232,376
2000 2001
468,626
2001 2002
489,731
2002 2003
540,950
2003 2004
841,397
2004 2005
881,234
2005 2006
928,568
2006 2007
977,687
2007 2008
1,027,922
2008 2009
406,469
The motion for the adoption of the foregoing resolution was duly seconded by Member
Enqel , and upon vote being taken thereon, the following voted in favor
th~of: Steven Berquist, Mark Engel and Mayor Nancy Mancino
and the following abstained: Mark Senn
and the following voted again~ the same: None
whereupon the resolution was dechred duly passed and adopted.
D,.TIC2&2~38
CH135-29
.o
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
)
)
) ss.
)
)
I, the undersigned, being the duly qualified and acting Manage~ of the City of ~
Carver and Hennepin Counties, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extm~ of minutes of a regular meeting of the City Counc~ of the City
held on May 26, 1998 with the original minutes on file in my office and the extm~ is a full, true
and correct copy of the minutes illsofm' as they relate to the ~ alld sale of $4,970,000
General Obligation Park Bonds, Series 1998A of the City.
WITNESS My hand officially as such Manager and the corporate seal of the City this
day of ,/'~,e,~ ,1998.
/'
City Manager
Cbl~n, Minnesota
(SEAL)
D,J-IQ.,I, 2938
C~Q. 35-29
Extract of Minutes of Meeting
of the City Council of the City of
Clumha.ssen, Carver and Hennepin Counties, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of ChalLllassen, Nlinnesota, was duly held in the City Hall in said City on Tuesday, May 26,
1998, commencing at 6:30 o'clock P.M.
The following members were present: si:even Berqulst, Mark Engel,
Mark Senn and Mayor Nancy Mancino
and the following were absent: Michael Mason
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $4,970,000 General Obligation Park
Bonds, Series 1998A.
The City Manager presented a tabulation of the proposals which had been received in the
manner specified in the O/~cial Terms of Proposal for the Bonds. The proposals were as
follows:
D,.TE..142938
CKJ. 35-29
·
85 E. SEYENTH PLACE, SUITE 100
SAINT PAUL, MN 55101-288?
612-223-3000 FAX: 612-223-3002
SPRINGSTED
$4,970,000
CITY OF CHANHASSEN, MINNESOTA
·
GENERAL OBLIGATION PARK BONDS, 8ERIES 1998A
(BOOK ENTRY ONLY)
AWARD:
DAIN RAUSCHER INCORPORATED
SALE:
Mly 26, 1~08
Standard & Poor's Retlng. 84rvlmm: AAA
FSA Irmumd
Bldd=-r
Intel'eot
DAIN RAUSCHER INCORPORATED
4.40% 2002-2007
4.45% 2008
4.55% 2OO9
4.625% 2010
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY DEAN WITI'ER
DEAN WITTER REYNOLDS INC.
ClBC OPPENHEIMER CORPORATION
4.15% 2002
4.20% 2003
4.25% 2004
4.35% 20O5
4.40% 2006
4.5O% 2007-2O08
4.60% 2009
4.70% 2010
Prk
$4,911,457.40
Net Intereet Tree Interelt
co t
$1,928,777.60 4.6360%
$4,909,859.40 $1,939,928.93
4.6609%
(Continued)
SAINT PAUL, MN · MINNEAPOLIS. MN · BIUZX)KF'm~-n, ]HI - OVE1U.AND PAP. K, ES · WASHINOTON, DC · DES MOINES. LA
Bidder
Interlmt
Price
Net Inter~t True Intenmt
¢o.t Rat.
A.G. EDWARDS & SONS, INCORPORATED
NORWEST INVESTMENT SERVICES, INC.
PIPER JAFFRAY INC.
John G. Kinnard & Company
Incorporated
4.15% 2002-2003
4.20% 2004
4.30% 2005
4.40% 2006
4.45% 2007
4.50% 2008
4.60% 2009
4.70% 2010
4.10% 2002
4.2O% 2OO3
4.3O% 2004
4.40% 20O5
4.5O% 2006-2OO7
4.55% 2008
4.60% 2009
4.65% 2010
$4,9021325.50
$1,942,956.77 4.1
$1,957,083.67 4.7071%
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.40% 2002 4.10%
4.40% 2003 4.15%
.4.40% 2004 4.20%
4.40% 2005 4.35%
4.40% 2O06 4.40%
4.40% 2007 4.45%
4.45% 2008 4.50%
4.55% 2009 4.60%
4.625% 2010 4.70%
BBI: 5.16%
Average Matudty: 8.42 Years