98-51 B Extract of Minutes of Meeting
of the City Council of the City of
Chanha.ssen, Carver and Hennepin Counties, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Chanhassen, Minnesota, 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: Steven Berquist, Mark Engel, Mark Senn and
Mayor Nancy Mancino
and the following were absent: M~chael Mason
The Mayor anno~ that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $1,325,000 General Obligation
Improvement Bonds, Series 1998B.
The City Manager presented a tabulation of the proposals which had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached.
After due consideration ofthe proposals, Member Berquist
the following resolution and moved its adoption:
I:ATI.1.42988
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RESOLUTIO~ NO. 9~-51B
A RESOLUTION AWARDING THE SALE OF $1,325,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1998B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR TttEIR PAYMENT '
·
BE IT RESOLVED By the City Council of the City of Chankassen, Carver and Hennepin
Counties, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The prOposal of Dain Rau_~.cher, Inc. (Pmdms~) to
purchase $1,325,000 General Obligation Improvement Bonds, Series 1998B (Bonds) of the City
described in the Terms of Proposal thereof is hereby found and tiers'mined to be a reasonable
offer and is hereby accepted, the proposal bein~ to purchase the Bonds at a l~rice of
$1~3~750.00 plus ~ interest to date of delivery, for Bond~ ~ interest as follows:
Year of Interest Year of Into'est
Matnfiw Rate Maturity Rate
2000 3.90% 2004 4.20%
2001 4.00 2005 4.30
2002 4.10 2006 4.40
2003 4.15 2007 4.45
True interest cost: 4.4762%
1.02. The sum of $ -0- being the mount proposed by the Purchaser in excess
of $1,311,750 will be credited to the Debt Service Fund hereinafter created. The City Manager
is directed to deposit the good faith check of the Purcha.~, pending completion of the sale of
the Bonds, and to return the good faith checks of the unsucces.~ proposers forthwith. The
Mayor and City Manager are directed to execute a contract with the Purc~ on behalf of the
city.
1.03. The City will forthwith issue and sell the Bonds pursuant to Miun~ota StamIes,
Chapter 429 (Act) in the total principal amount of $1,325,000, originally dated June 1, 1998, in
the denomination of $5,000 each or any integral multiple thereof, n-mbered No. R-1, upward,
bearing interest as above set forth, and maturing serially on February 1 in the years and amounts
as follows:
DJ~1.42988
CH135-29
Year Amount Year Amqunt
2000 $170,000 2004 $165,000
2001 180,000 2005 160,000
2002 175,000 2006 155,000
2003 170,000 2007 150,000
1.04. Optional ~ption~ The City may elect on February 1, 2005, and on any day
thereafter to prepay Bonds due on or after February 1, 2006. 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.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein_
2.02. Dates; Interest Payment Dates. Each 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 the 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 date of original issue. The interest
on the Bonds is payable on February I and August 1 of each year, c, ommencing Februal'y 1,
1999, to the reg/stered owners of record thereof as of the close of business on the fifteenth day
of the immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond regisa-ar, uansfer agent, authenticating
agent and paying agent (Regisuar). The effect of regisuafion and the fights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Re_gister. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the regisa~on of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written insuument 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
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and deliver,/n the name of the designated transf~ or lran~erees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the transferor.
The Registrar may, however, dose the books for .registration of any transfer after the
fifteenth day of the month preceding each interest payment date and until that interest
(c) Exchan~_¢ of Bonds. When Bonds are surrendered by the registered owner
for cxchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellatign- Bonds surr~dexed upon transfer or exchange will be
promptly cancelled by the Registrar and theeem%r disposed of as directed by the City.
(e) Im_vro_ver or UnauIhorized Transfer. When a Bond is pr~enled to the
Registrar for transfer, the Registrar may refuse to trand~ the Bond until the P.~-gistrar is
sari.stied that the endo~ on the Bond or separate in.~rument of mmsfer is valid and
genuine and that the reque/ru~ transfer is legally amhorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
(f) P~9~ ~ed Owners. 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 lXUtx)se of receiving payment of, or
on account of, the principal of and interest on the Bond and for all other purposes and
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extenI of the sum or
sums so pal&
(g) Tax~. Fees and Char~_es~ The Regislrar 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 Bonds. 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 substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses 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 of an appropriate bond or
indemnity in form, ~bstance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar 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 akeady matured
l),J"l.2,12988
CI. li. 3 $- 29
or been called for redemption in. accordance with its terms it is not necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Regisuar by
mailing a copy of the redemption notice by first class mail (postase prepaid) not more
than 60 and not less than 30 days prior to the date fixed for redemption to the reg/stered
owner of each Bond to be redeemed at the address shown on the regisa-afion books kept
by the Registrar and by publishing the notice if required by law. Failure to give notice
by publication or by mail to any registered owner, or any defect therein, will not affect
the validity of the proceedings for the redemption of Bonds. Bonds so called for
redemption will cease to bear interest after the spec/fled redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. AvDointmell$ of I~liti~l Registrar. The City appoints
Firstar Bank of Minnesotar N.A. , St. Paul , l%4in~esO~ as ~ ~
~i~. ~ ~yor ~ ~e Ci~ ~~ ~ ~~ m ~~ ~ ~~, on ~~ of
~ Ci~, a ~n~ ~ ~ ~. U~n m~ or ~~on of ~ ~~ ~
~~ ~m~o~ ~ ~ ~~ ~~on h a ~ or ~ ~m~y ~o~ by ~w W
~M~t ~h b~~ &e ~~ co~~on ~ ~~ ~ ~ ~ ~r ~~. ~
CiW ~ ~ ~y ~ ~~le ~ ~~ c~~ of~ ~~ for ~ ~~
~o~ ~ CiW ~~ ~ ~ ~ ~ove ~ ~~ u~n 30 ~' nofi~ ~ ~n
~ ~~~t of a ~r ~~, ~ ~ch ~mt ~ ~r ~~ m~ ~fiv~
~ ~ ~d ~~ ~ i~ ~~on ~ ~e ~r ~ ~ m~ ~fiv~ ~e ~M m~
m ~e ~r ~. On or ~fom ~h ~i~ or ~~ d~ ~, ~~ ~~ o~
of ~ Co~il, ~ Ci~ F~ D~r m~ ~t m ~ ~ mo~ ~ci~t for ~
~~t of ~ p~d~ ~d ~~ ~m d~.
2.05. Executiori. Authenti~tiola and Deliv~-y. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor
and the City Manager, provided that all signmures may be printed, engraved or lithographed.
facsimiles of the originals. If an officer whose signature or a fac.~mile of whose signature
appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature
or facsimile will nevertheless be valid and mlfficient 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 cerfifi~ of authentication on the Bond has been duly executed by the manual
siilmtwe of an authorized representative of the Registrar. Cer~cates of authentic~fion on
different Bonds need not be signed by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenticated and delivered under
this Resolution. When the Bonds have been so p~pared, executed and authenficat~ the City
Manaser will deliver the same to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see
to the application of the purchase price.
2.06. Temt~rarv 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
D,J"ICl-42988
C~1135-29
No. R-
Section 3. Form Qf Bgn~l.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA $
STATE OF M]2qNESOTA
COUNTIES OF CARVER AND ttENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION IMPRO~ BOND, SERIES 1998B
Date of
Maturity Original Issue CUSIP
June 1, 1998
Regi~ Owner: Ced~ & Co.
The City of Chanhasse~ Minnesota, a duly organized and existing municipal corporation
in Carver and Hennepin Counties, Minnesota (City), acknowledges itseff to be indebted and for
value received hereby promises to pay to the Registered Owner specified above or registered
assigrus, the principal sum of $ on the maturity date specified above, with interest
thereon from the date hereof at the annual rate specified above, payable February I and August
1 in each year, c, omm~ February 1, 1999, to the person in whose name this Bond is
registered at the close of business on the ~th day (whether or not a business day) of the
immediately preceding month_ The interest hereon and, upon pre. Ration and surrender hereof,
the principal hereof are payable in lawful money of the United States of America by check or
dra~ by , Minnesota, Ils Bond Regiseff~, Paying
Agent, Transfer Agent and Authenticating Agent, or its desi~ successor under the Resolution
described herei~ 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, 2005, and on any day therez~ to prepay Bonds due
on or a~ February 1, 2006. 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 aH Bonds of a maturity
are called for redemption, the City will notify Depository Trust Company (DTC) of thc particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
D,.TK~42988
CH13S-29
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
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 Certifi~ of Autbenfic~on hereon has been executed by the Bond
Registrar by manu~ signature of one of its antho~ mpresentafive~
IN WITNESS WHE~OF, the City of Chanhasa~ Cauater and Hennepin Counties,
Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile
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
{Taesirnile)
City Manager Mayor
(Fae44mile)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuam to the Resolution mentioned within.
By
DJ'K142988
CH1.'45-29
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $1,325,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on May 26, 1998 (the
Resolution), for the purpose of providing money to defray the e~ incurred and to be
incurred in making local improvements, pursuant to and in full conformity with the Constitution
and laws of the State of l~flnrtesota, including l~41nnesota StaRltes, Chapter 429, and the principal
hereof and interest hereon arc payable primarily from special asse~ment~ agalmt property
specially benefitted by local improvements, as set forth in the Resolution to which reference is
made for a full statement of fights 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 itself
to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments pledged, which taxes may be levied without limit~on as to rate or amount.
The Bonds of this series are issued only as fully registered Bonds in den6minations of $5,000 or
any integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly auth~ in writing, upon
surrender hereof together with a written in.ql'tml~ of ltallsfer s~isfactory to the Bond
duly executed by the registe~l owner or the owner's attorney; and may also be surr~dzred in
exchange for Bonds of other authorized denominatiorm Upon such Uansfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner,
of the same aggregate princilml amount, bern'lng 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 transfer or exchange.
The City and the Bond RegiSter may deem end treat the person in whose name this Bond
is registered as the absolute owner hereof, whether ~ 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 CERTIFIED, RECITED, COVENANTED AND AORF~D 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 thi.~ 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 does not cause the indebtedness of the City to exceed any constitutional or stmutory
limitation of indc~
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:
(~-Z135-29
TEN COM - as tenants
in common
by entireties
under Uniform ~ or
Transfers to Minors
as joint tenants with
fight of survivorship and
not as tenants in common
(st )
Additional abbreviations may also be used though not in the above li~
(Minor)
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights the~amd~, and
does hereby irrevocably 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 ~.~_4~ment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
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
Program ("SEMP"), the New York Stock Exchange, Inc. Md. Ilion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities 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.
DffK142988
CH135-29
Name and ^~:
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 x'egistered on
the books of the Registrar in the name of the person last noted below.
Dat~ of Registration
Cede& Co.
Federal ID #13-2555119
Signature of
Offi r of
3.02. The City Manager is directed to obtain a copy of the proposed approving legal
opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete
except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.
Section 4. Pa_ym.~_t: Seau-itv: Pledgees and Covenants.
4.01. (a) The Bonds are payable from the lm.rn~vement Bonds, Series 1998B Debt
Service Fund (Debt Service Fund) hereby ~ and the proceeds of special assessments
(Assessments) levied or to be levied for the improvements described in the resolution authorizing
the sale of the Bonds (Improvements) financed by 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 is directed to
pay such principal or interest from the general fund of the City, and the general fund will be
reimbursed for the advances out of the proceeds of Asses~nents when collected. There is
appropriated to the Debt Service Fund (i) capi~ imerest financed from Bond proceeds, if
any, (ii) any amount over the minimum purchase price paid by the Purc~, and (iii) the
~ interest paid by the Purchaser upon closing and delivery of the Bonds.
IM-IC1.42988
i-'
(b) The proceeds of the Bonds, less the appropriations rosa?, in paragraph (a), together
with any other fimds appw~ for the Improvements and Assessments collected during the
construction of the Improvements will be deposited in a separate con.m'uction fund (which may
contain separate accounts for each Improvement) to be used solely to defray expenses of the
Improvements and the payment of principal and interest on the Bonds prior to the completion and
payment of all costs of the Improvement. Any balance remaining in the construction fund after
completion of the Improvements may be used to pay the cost in whole or in part of any other
improvement instiRged under the Act. When the Improvements are completed and the cost
thereof paid, the construction account is to be closed and subsequent collections of Asseg~ments
for the Impwvements are to be deposited in the Debt Service Fund.
4.02. It is hereby determined that the Improvements will directly and indirectly benefit
abutting property, and the City hereby covenants with the holders from time to time of the Bonds
as follows:
(a) The City has'~ or will cause the Assessments for the Improvements
to be promptly levied so that the first instsllment will be collectible not ~ than 1999
and will take all steps necessary to assure prompt collection, and the levy of the
diligence all further actions that are r~quired for the consuucfion of each lmprovemeot
financed wholly or partly from the proceeds of the Bonds, and will take ali fuxtber actions
necessary for the final and valid levy of the Assessm~ and the appropriation of any
(b) In the event of any current or anticipated deficiency in Assem~_ enta, the
City Council will levy ad valorem taxes in the amoum of the current or anticipated
deficiency.
therefor and other fimds appropriated for their payment, collections thereof and
disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annu~y
and will fumi~ copies of such audit reports to any interested person upon request.
4.03. It is hereby determined that the estima~l collections of Assessments and interest
thereon for payment of principal and ~ on the Bonds will produce at least five percent in
excess of the amount needed to meet when due, the principal and interest payments on the Bonds
and that no tax levy is needed at this time.
4.04. The City Manager is authorized and directed to file a certified copy of this
resolution with the County Auditor of Carver County and the Taxpayer Services Division
Manager of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section
475.63.
I~i,J-ICl.4 2 ~ 8 8
C~.LI.:3S - 2 9
Section 5. Authenfic,,ati0n of TranscripL
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 transcripts 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 marketability of the Bonds, and such instruments, including any heretofore
furnished, may be deemed representations of the City as to the facts stated therein.
5.02. The Mayor and City Manager are authorized and directed to certify that they have
examined the Official Statement prepared and circulated in connection with the issuance and sale
of the Bonds and that to the best of their knowledge and belief the Official Statement is a
complete and ~ representation of the facts and representations made therein as of the date
of the Official Statement
Section 6. Tax Covenant.
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 under the Internal
Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, and that it will take or cause its officers,
employees or agents to take, all affmnafive action within its power that may be necessary to
ensure that such interest will not become subj~ to taxation under the Cxxie and applicable
Treastu~ Regulations, as presently existing or as hereafter amended and m~a_~, 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 requiremems relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds.
6.03. The City fi2zther covenants not to u~e 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 through 150 of the Code.
6.04. The City will use its be~ efforts to comply with any federal procedural
requirements which may apply in order to effectuab~ the designations made by this section.
Section 7.
Book-~niry System: Limited Obligation of City.
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,
CH135-29
·
all of the outstanding Bonds will be reg/stered 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 Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities 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 with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with ~t 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, incl~ any. notice of redemption, or (iii) the payment, to
any Participant or any other person, other than a rel/i.stered owner of Bond% of any amount with
respect to principal of, premium; ii any, or interest on the Bond.,, The City, the Bond Regislrar
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 ~.'
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to
or on the order of the respecti~ registered owners, as shown in the registration books kept by
the Bond Registrar, and all such payments will be valid and effec~_,_~! to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or
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 notice 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 Mmmger will promptly deliver a copy of the same to the
Bond Registrar and Paying Agent
7.03. Revresentation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer ~ 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. Trannf~'r~ Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond cer~cates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability throu~ DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond cerfifica~ 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.
~42~88
CRL35-25
In such event, if no suc, ces~r securities depository is appointed, the City will issue and the Bond
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05. Po~vments 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 & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and 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 Representation Letter.
Section 8. C~ntinuing 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 Certificate. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Cerlificate is not
to be considered an event of default with respect to the Bond~ however, any Bondholder may
take such actions as may be neces.~ry and appropriate, includin~ seeking mandm_~ or specific
performance by court order, to cause the City to comply with its obligations under this section.
$.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 accordance
with the terms thereof.
Cai:If-29
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 against the same: None
whereupon said resolution was declared duly passed and adopted.
D~"iC2.42988
85 E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN 55101-288'7
612-223-3000 FAX: 612-223-:1002
SPRINGSTED
$1,32~,000
CITY OF CHANHASEEN, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1998B
(BOOK ENTRY ONLY)
AWARD:
DAIN RAUSCHER INCORPORATED
SALE:
I~y 26, 1998
Standard & Poor's Retlng~ Service: A-
Bidder
DAIN RAUSCHER INCORPORATED
CRONIN & COMPANY, INCORPORATED
SALOMON SMITH BARNEY
MORGAN STANLEY DF. AN wrl I'ER
DEAN WI'ri'ER REYNOLDS INC.
CIBC OPPENHEIMER CORPORATION
Intere~
3.9O% 2000
4.00% 2001
4.10% 20O2
4.15% 2003
4.20% 2004
4.30% 20O5
4.40% 2006
4.45% 2007
4.00% 2000
4.10% 2001
4.20% 2002
4.30% 2003
4.35% 2004
4.40% 2005
4.45% 2006
4.55% 2007
Net Intenmt True Intemet
Price Coat Rate
$1,311,750.00 $298,005.00 4.4762%
$1,312,620.95 $304,092.38 4.5861%
(Continued)
SAINT PAUL, MN · MINNEAPOLIS, MN · BROOKFI~-n, Wl · OVE1M.,MqD PAR.~ ILS · WASHINGTON, DC · DES MOINES. IA
Bidder
Interest
Rate~ '
NORWEST INVESTMENT SERVICES, INC.
PIPER JAFFRAY INC.
John G. Kinnard & Company
Incorpomtecl
A.G. EDWARDS & SONS, INCORPORATED
4.30%
4.40%
4.50%
200O-2004
2005
2006-2007
4.10% 2000
4.20% 2001
4.25% 2002
4.30% 2003
4.35% 2004
4.45% 2005
4.55% 2006
4.60% 2007
Net Interest True Interest
Pr~ c, eet Rate
$1,311,750.00 $306,891.67 4.61
$1,311,750.00 $308,419.17 4.6331%
These Bonds are being reoffered at par.
BBI: 5.16%
Average Maturity: 5.05 Years
STATE OF MINNESOTA
COUNTIES OF CARVER AND HE PrN
CITY OF CHANHASSEN
)
)
) ss.
)
)
I, the undersigned, being the duly qualified and acting City Manager of the City of
Chanhasse~, Carver and Hennepin Counties, Minnesota, do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular meeting of the City Council
of the City held on May 26, 1998 with the original minutes on file in my office and the extract
is a full, tree and correct copy of the minutes insofar as they relate to the issuance and sale of
$1,325,000 General Obligation Improvement Bonds, Series 1998B of the City.
WITNESS My hand officially as such City Manager and the corporate seal of the City
day of ~ , ~8.
City Manager
Challha.ssen, Minnesota
(SEAL)
[kT1(142988
CH3.35-29