98-51 C Extract of Minutes of Meeting
of the City Council of the City of
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 HaH in said City on Tuesday, May 26,
1998, commencing at 6:30 o'clock P.M.
The following members were present:
Mayor Nancy Mancino
Steven Berquist, Mark Engel, Mark Senn and
and the following were absent: Michael Mason
The Mayor announced that/he next order of ~ w~ consideration of the proposals
which had been received for the purchase of the City's $820,000 C, eneml Obligation Water
Revenue Bonds, Series 1998C.
The City Manal~ 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 follows:
CH].~5-29
8~ E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN 55101-2887
612-223-~00 FAX: 612-223-~002
SPRINGS'FED
$820,000
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1998C
(BOOK ENTRY ONLY)
AWARD:
DAIN RAUSCHER INCORPORATED
SALE:
I~y 28, 1998
Standard & Poor'l Ratings Servlc"~: A-
Bidder
Inter~t
Net Interest True Intere~
PHc. Co~ Rate
DAIN RAUSCHER INCORPORATED
CRONIN & COMPANY, INCORPORATED
3.90% 2000
4.00% 2001
4.10% 2002
4.15% 2O03
4.20% 2004
4.30% 2005
4.40% 2006
4.45% 2007
4.50% 2008
4.55% 2009
4.00%
4.10%
4.20%
4.30%
4.40%
4.50%
4.55%
4.60%
4.70%
2000
2001
2O02
2003
2004
2005
20O6
2007-2008
2OO9
$809,750.00 $255,791.67 4.5889%
$812,825.00 $260,920.00 4.6698%
SAINT PAUL. MN
M[NNEAPOI..[S, MN
(Continued)
w,,,sm~. DC · D~ MOUES, L~
After due consideration of the proposah,'~lember
the followin$ resolution and moved its adol~fion:
Berquist
RESOLUTION NO. 98-51C
A RESOLUTION AWARDING THE SALE OF $820,000 GENERAL
OBLIGATION WATER REVENUE BONDS, SERIES 1998C;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and Hennepin
Couafie~ Minae~m (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of Dain Rauscher, Inc. (PuIv, bas~) to
purchase $820,000 General Obligation Water Revenue Bonds, Series 1998C (Bonds) of the City
described in the Terms of Proposal thereof is found and determined to be a reasonable offer and
is accepted, the proposal being to puwhase the Bonds at a price of $ 809,750.00 plus accrued
interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
2000 3.90% 2005 4.30%
2001 4.00 2006 4.40
2002 4.10 2007 4.45
2003 4.15 2008 4.50
2004 4.20 2009 4.55
True inmost cost: 4.5859%
1.02. The sum of $-0- being the amount proposed by the Purchaser in excess
of $809,750 will be credited to the Debt Service Fund he~4md~' m-eated. The City Manag= is
directed to deposit the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the un.mccesstul 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 m Minnesota Statutes,
Section ~.~.~.075 (Ac0, in the total lxi~ipal amount of $820,000, originally dated June 1, 1998,
in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-l, upward,
bearing interest as above set forth, and matming serially on February I in the years and amounts
as follows:
D,TIC143064
CR.1.35-29
Year Amount Year Amount
2000 $35,000 2005 $ 90,000
2001 55,000 2006 90,000
2002 75,000 2007 95,000
2003 85,000 2008 105,000
2004 85,000 2009 105,000
1.04. Optional Redemption. 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 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 m~m_ ~ty 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.
1.05. Term Bonds. (To be completed if Term Bonds are requested by the Purchaser.)
Section 2. R~gistration 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. Date~; Inter~ Payment Date~ Each Bond will be ~ 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 amhentication 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 da~ 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 will be payable on February 1 and August 1 of each year, commencing Febnu~ 1,
1999, to the registered 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. Re~fiatration. The City will appoint a bond regisuar, trander agent, authenti~
agent and paying agent (Re~). The effect of registration and the fights and duties of the
City and the Registrar with respect thereto are as follows:
(a) Re_~ier. The Registrar must keep at its princi~ corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of tmn~ers and exchanges of Bonds entitled to'be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon atmeaxier for uansfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written in.,~-ument of transfer, in
form satisfactory to the Registrar, duly executed by the ~/stered owner thereof or by an
attorney duly author/zed by the registered owner in writing, the Reg/strm' will au~enticate
and deliver, in the name of the designated transf~ or transferees, one or more new
Bonds of a like aggregate pdncipal amount and mAmdty, as requested by the transferor.
DJ'ICl4'~ 064
C1-I13S-29
The Registrar may, however, close the books for registration of any Irander after the '
fifteenth day of the month preceding each interest payment date and until that interest
payment ~-.
(c) Exchan~_¢ of Bonds. When Bonds are surren~ by the registered owner
for exchange 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) ~ncellation~ Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested uansfer is legally authorized. The Registrar will incur no
improper or un~_~horized.
(f) perso~ Deemed 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 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
effecuml to satiafy and discharEe the liability upon the Bond to the extent of the sum or
(g) T~xes, Fe~ and Char~_es. The Registrar 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
transf or exchange
(h) Mutil~t_~L Lost. Stolen or ~ved Bonds. If a Bond becomes mmilaIed
or is destroyed, stolen or lost, the Reiismlr will deliver a new Bond of like amount,
number, matm-ity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substi~on 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 fu~i.~hinl to the Registrar of an appropria~ bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligee~ 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 muffiated, destroyed, swlen or lost Bond has already matured
or been called for redemption in accordance with its terms it is not necessary to' issue a
new Bond prior to payment.
Di3-1Cl.4 ~ 064
(31235-29
(i) Redem_vtion. 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
mailing a copy of the redemption notice by first class mail (postage prepaid) not more
than 60 and not less than 30 days prior to the date fixed for redemption to the registered
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 registered owners, or any defect therdn, will not affect the
validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will c, eame to bear interest after the specified redemption date, provided that the funds for
the redemption are on deposit with the place of payment at that 'time.
2.04. Avvointment of Initial Registrar. The City appoints
_
Firstar Bank of Minnesota~ N.A. , St. Pa~l , ~~ ss ~]~ k~i~
Regi. . The Mayor and the City Manager are authorized to execute and deliver, on behalf of
the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with
another corporation, if the resulth/g corporation is a bank or trust company authorized by law to
conduct such budnes.% the resulting corporation is authorized to act as successor Registrar. The
City agrees to pay the reasonable and customary 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 predecessor Registrar must deliver
all cash and Bonds in its po~on to the successor Registrar and must deliver the bond register
to the successor Registrar. On or before each principal or interest due date, without further order
of this Council, the City Finance Director must transmit to the Registrar moneys sufficient for
the payment of all principal and interest then due.
2.05. Execu6__'on. Authen~tjcation and Delivery. The Bonds will be prepared under the
direction of the City Mamager and executed on behalf of the City by the signafures of the Mayor
and the City Manager, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signmum 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 sufficient for all purposes, the same as if the officer
had t~nained 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 authenfi~on on the Bond has been duly exeomxi by the manual
signature of an authorized representative of the Registrar. ~cates of authentication 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 authenfi~ and delivered under
this Resolution. When the Bonds have been so l~-pared, exeaned and authenticated, the City
Manager 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. Tem_vorary_ 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 necessmy 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.
[kTE2.43064
CIU. 35-29
No. R-
Section 3. Fonp of Bond.
3.01.
The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION WATER REVENUE BOND, SERIES 1998C
Da~e of
Maturity Od~inal Issue CUSIP
_ _
June 1, 1998
The City of Chanlmss~ Minnesota, a duly organized and existing municipal corporation
in Carver and Hennepin Counties, 1V[innesota (City), acknowledge~ itseff to be indebted and for
value received hereby promi.~8 to pay to the ~ Owner specifi~ above or registered
assigns, 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 1 and August 1
in each year, commencing Februm-y 1, 1999, to the person in whose name this Bond is ~istered
at the close of business on the fifteenth day (whether or not a b~ day) of the immediately
preceding month. The imerest hereon and, upon pre/~m~Jon and surrender hereof, the principal
hereof are payable in lawful money of the United State~ of America by check or dra~ by
, Minnesota, as Bond Registrar, Paying Agent,
Transfer Agent and Authenticating Agent, or its design~_~ 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 ~ to prepay Bonds due
on or after February 1, 2007. Redemption may be in whole or in part and if in parg at the option
of the City and in such manner as the City will determ/ne. If less than all Bonds of a maaa'ity
are called for redemption, the City will notify The Depository Trust Company (DTC) of the
particular mount of such malty 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. Prepaymeaxts will be at a
price of par plus aexrnmd interest -
Additional provisions of this Bond contained on the reverse hereof have the same effect
as though fully set forth in this place.
This Bond is not valid or obligatory for nny purpose or entitled to nny security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Regislrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Chanhasa~ Carver and Hennepin Counties,
Minnesota, by its City Council, has caused thi.~ Bond to be executed on its behalf by the ~mile
or manual signatures of the Mayor and City Mmmger and has caused this Bond to be dated as
of the date set forth below.
CITY OF CHANHASSEN, MINNESOTA
(Facsimile)
City Manager Mayor
(Facsimile)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered purs,,Ant to the Resolution mentioned within.
By
Authorized Represent~ve
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $820,000 all of like
original issue date and tenor, except as to number, matm'ity 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 aid in financing various improvements to the
D,~143064
CH135-29 .-
water system of the City, pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota, including Minnesota Statutes, Section ~.~.~..075 and the principal hereof
and interest hereon are payable primarily from the net revenues of the water system of the City
and from tax increment revenues from the City's Tax Increment District No. 6-1, in a special
debt service fund of the City, as set forth in the Resolution to which reference is m~de 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 itserf to levy
ad valorem taxes on all taxable property in the City in the event of any defic/ency in net revenues
pledged, which taxes may be levied without ]imitation as to rate or amounL 'The Bonds of this
series are issued only as fully registered Bonds in denominations of $5,000 or any integral
multiple thereof of single matu_dties.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water plant system free from
competition by other like utilities; that adequate insurance on said plant and system and suitable
fidelity bonds on employees will be carried; that proper and adequate books of account will be
kept showing all receipts and disbursements relating to the W~ Fund, imo which it will pay
all of the gross revenues from the water system; that it will also create and maintain a General
Obligation Water Revenue Bonds, Series 1998C Debt Service Fund, into which it will pay, out
of the net revenues from the water system and the tax increment district a sum sufficient to pay
principal hereof and interest thereon when due; and that it will provide, by ad valorem tax levies,
for any deficiency in required net water system and the tax incrt~n~t district revenues.
As provided in the Resolution and subject to certain limitations set forth ~ 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 authorized in writing upon
surrender hereof together with a written instalment of transfer ~ry to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denomin~ons. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be ~ in the name of the transferee or registered owner,
of the same aggregate principal amount, bearin~ interest at the same rate a~d mamrins on the
same date, subject to rehnbursement for any tax, fee or goveramenml charge required to be paid
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether 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
IT IS HE,BY CERTIFIED, RECITED, COVENANTED AND AGREED that ali acts,
conditions and things required by the Constitution and laws of the State of kfinnesota to be done,
to exist, to happen and to be performed prel/m/nary 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 termA have
been done, do exist, have happened and have been performed as so requ/red, and that the issuance
of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
Dd-'E.143064
C1t135-:~9
The following abbreviations, when used in the in.ecription on the face of this Bond, will
be construed as though they were wdtten out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
(Minor)
under Uniform Cfifl~ or
Transfers to Minors
as joint tenants with
fight of survivorship and
not as tenants in common
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value recei~ the undersigned hereby sells, assigns and mmsfem unto
the within Bond and all fights thereunci~r, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bol~ with full power of
substitution in the premises.
Dated:
Notice:
The assignor's signature to this assignment 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: Signatme(s) must be guaran~ by a financial institution that is a member of the
Securities Transfer Agent Medsllion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. M_~rl-ilion Signature Program ("MSP")
or other such "signature guaran~ program" as may be determined by the Registrar in addition
Dd-'K3.43064
CH135-29
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.
Name and Address:
Please insert social security
identifying number of assignee
(Inclu~ 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 rogistered on
the books of the Registrar in the name of the person last noted below.
Date of Re~stration
Signature of
OffiC4r of the _Registrar
Cede&Co.
Federal ID #13-2555119
3.02. The City Manager will obtain a copy of the proposed approving legal opinion of
Kennedy & Graven, C~ Minneapolis, Minnesota, which will be complete except as to
dating thereof and will cause the opinion to be printed on or accompany each Bond.
Section 4. Paym~ept: Security: Pledges and Covenants.
4.01. (a) The City will create and continue to operate its Water Fund to which will
be credited all gross revenues of the water system and out of which will be paid all
normal and reasonable expenses of current operations of the water system. Any balance
therein are deemed net revenues and will be transf~ from time to time, together with
tax increment revenues of Tax Increment District No. 6-1, to a General Obligation Water
Revenue Bonds, Series 1998C Debt Service Fund (Debt Service Fund) hereby created in
the Water Fund, which fund will be used only to pay principal of and interest on the
Bonds and any other bonds similarly authofim& There will always be retained in the
D0~143064
0.[13S-29
Debt Service Fund a sufficient amount to pay principal of and interest on all the Bonds
described in the resolution authorizing the sale of the Bonds, and the City Manager must
report any current or anticipated deficiency in the Debt Service Fund to the City Council.
There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond
proceeds, if any, (ii) any amount over the minimum purchase price of the Bonds paid by
the Purc~, and (iii) the accrued interest paid by the Purchaser upon closing and
delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a),
together with any other funds ~ppro~ during the comsmmtion of the Projects financed
by the Bonds ~s identified in the Resolution authorizing the sale of the Bonds (Proj~)
will be deposited in a separate co~on fund to be used solely to defray expenses of
the Projects and the payment of principal and interest on the Bonds prior to the
completion and payment of all costs of the Projects. When the Projects are completed and
the cost thereof paid, the comsmicfion account is to be closed and any balance therein is
4.02. The City Council covenants and agrees with the holders of the Bonds that so long
as any of the Bonds remain outstmding and unpaid, it will keep and enforce the following
covenants and agreements:
(a) The City will continue to maint~n and efficiently operate the water system
as public utilities and conveniences free from competition of other like utih'fies and will
accounts except for a duly aulhofized purpose and in accordance with this resolution-
Co) The City will also maintain the Debt Service Fund as a separate account
in the Water Fund and will cause money to be credited thereto from time to time, Om of
sufficient to pay principal of and interest on the Bonds when due.
(¢) The City will keep and mainta/n proper and adeqtmte books of records and
accounts separate from all other records of the City in which will be complete and correct
inspection and copying by any bondholder, or the bondholder's asent or attorney, at any
reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least snnusily
by a qualified public accountant and statements of such audit and report will be ~ed
to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system
and tax increment district to be bonded in reasonable amounts for the protection.of the
City and the bondholders and will cause the funds collected on account of the operafio~
of the water and tax increment district system to be deposited in a bank whose deposits
are ~,sranteed under the Federal Deposit I~smance Law.
D,J-'l~43064
CI.11_35- 29
(e) The Council will keep the water system insured at all times against loss by
fire, tornado and other risks customarily insured asainst with an insurer or ~ in
good standing, in such amounts as are customary for like plants, to protect the holders,
from time to time, of the Bonds and the City from any loss due to any such castmlty and
will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punch_ m!ly perform all duties
with reference to the water system as required by law.
(g) The City will impose and coUect charges of the nature authorized by
Minnesota Statutes, Section da.~..075 at the times and in the amounts required to produce,
together with any tax increment revenues designated as a source of payment of the Bonds,
net revenues adequate to pay all principal and interest when due on the Bonds and to
resolution-
(h) The City Council will levy general ad v~lorem ~ on all taxable property
in the City, when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues for the
payment of principal and interest 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 auth~ 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 Stattltes, Section
4'15.63.
Section 5. Authcngcati0n of Trimscri~
5.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approvin8 the Bonds, certified copies of proceedings and records
of the City relafinE to the Bonds and to the financial condition and affairs of the City, and such
knowledge or as shown by the books and records in their custody and under their control, relatinE
to the validity and marketability of the Bonds, and such instruments, including any heretofore
furnished, will be deemed rep~esentatiom of the City as to the facts stated therdn.
5.02. The Mayor and City Manager are at~orized 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 accurate representation of the facts and representations made therein as of the date
of the Official Statement.
IiLTI~43064
·
C~/135-29 .-
·
Section 6. Tl~x 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 llflte or cause its officers,
employees or agents to take, all afYumative action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Cxxie and applicable
Treasury Regulations, as presently existing or as hereafter amended 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 investments,
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 through 150 of the Code.
6.04. The City will use its best efforts to comply with any federal procedtual
requirements which may apply in order to effectuate the designations made by this section-
Section 7. Book-E_~nt~ S .vste~_.._'-_ Limited Obli_m~tion 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 Sect/on 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 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 bolds an ~ in the
Bonds, includi~..o 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 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
Dd'K.1.43064
CH13S-29
in the regisffation books kept by the Bond Registrar as the holder and absolme owner of such
Bond for the purpose of payment of principal, premium and interest with ~ to such Bond,
for the purpose of registering transf~ with respect to such Bond, and for all other purposes. The
Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on
the order of the respective registered owners, as shown in the registration 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 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 Re~strar, will re~ve 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 dc Co., the words "Cede dc 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. P.,~n~-ntation Letter. The City has heretofore exec~ and delivered to DTC a
Blanket Issuer Letter of ~tations (Represeo~on 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 necessm~ for all repre~mtafions of the City in the
~tafion let~ with respect to the Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
7.04. Transfers ~de 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 certificate, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond cerfificate~ In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC'and any
other registered owner in ~~nce 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 ~ will
authenticate Bond certificates in accordance with this resolution and the provis/ons hereof will
apply to the tran~er, exchange and method of payment thereof.
7.05. P~yments 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 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 P~pr~tation 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 Certificate is not
to be considered an event of default with respect to the Bonds; however, any Bondholder may
DJ]C1430~4
CH135-29
take such actions as may be necessary and appropriate, incl~ seeking msna_,_to, or specific
performance by court order, to cause the City to comply with its obligations under this s~tion.
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 acco~ce
with the terms thereof.
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.
IXTK143064
CH135-29
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEP~
CITY OF CHANHASSEN
)
)
) ss.
)
)
I, the undersigned, being the duly qualified and acting Manager of the City of Chanhass~
Carver and Hennepin Counties, Minnesota, do hereby certify that I have carefully compared the
aoached 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, true
and correct copy of the minutes in?.ofar as they relate to the issuance and sale of $820,000
General Obligation Water Revenue Bonds, Series 1998C of the City.
wrrNESS My hand officially as such Manager and the corporate seal of the City this
Minnesota
(SEAL)
D,3'K1,J, 3064
C/C135-29
Bidder
Intemet
NORVVEST INVESTMENT SERVICES, INC.
PIPER JAFFRAY INC.
John G. Kinnard & Company
Incorporated
4.00% 2000
4.10% 2001
4.20% 2002
4.30% 2003
4.40% 2O04
4.50% 2005
4.60% 2006
4.65% 2007
4.70% 2008
4.75% 2009
BERNARDI SECURITIES, INCORPORATED
4.60% 2000
4.65% 2001-2003
4.70% 2004
4.75% 2005
' 4.85% 2006
4.90% 2007
5.00% 2008-2009
PHGe
$810,613.50
Net Inter~t Tree Inter~t
$265,483.17 4.757~
$809,756.00 $282,676.50 5.0729%
These Bonds am being reoffered at par.
BBh 5.16%
Average Maturity: 6.84 Years