83-58
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EXTRACT OF MINUTES OF MEETING OF THE
CITY COUNCIL OF THE CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
Pursuant to due call and notice thereof, a regular meeting of the
Council of the City of Chanhassen, Minnesota, was duly held in the City
Hall in the City of Chanhassen on Monday, December 19, 1983, commencing at
7:30 o'clock p.m.
The following members were present: Acting Mayor Geving, Council
members Horn, Swenson and Watson
and the following were absent: Mayor Tom Hamilton
* * *
* * *
* * *
The Mayor announced that the next item of business was the con-
sideration of a proposal for the purchase of $115,000 General Obligation
Equipment Certificates of Indebtedness of 1984 of the City.
The City Manager presented an offer of The First National Bank of St. Paul
to purchase the Certificates which had been submitted to the City pursuant
to Council direction.
After due consideration of the proposal, Councilmember Swenson
introduced the following resolution and moved its adoption:
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RESOLUTION NO. 83-58
RESOLUTION AWARDING THE SALE OF $115,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS OF 1984
FIXING THE FORM AND SPECIFICATIONS
THEREOF; AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF CHANHASSEN, CARVER
AND HENNEPIN COUNTIES, MINNESOTA (CITY), as follows:
Section 1. Findings.
1.01. The City is authorized by Minnesota Statutes Section
412.301 (Act) to issue and sell its certificates of indebtedness on such
terms and in such manner as the City determines to provide funds to finance
the purchase of items of capital equipment, subject to certain limitations
contained in the Act.
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1.02. It is hereby determined that the City is in need of vari-
ous items of capital equipment (Equipment), which items and the estimated
cost thereof, are listed on Exhibit 1, attached hereto and made a part
hereof. It is declared to be the intention of this Council to purchase the
items of Equipment for the estimated costs listed on Exhibit 1, but this
Council reserves the right to substitute other items of Equipment for those
listed when, in its judgment, such factors as availability of the
Equipment, competitive bidding considerations, and the desirability of
obtaining alternate Equipment so dictate.
1.03. It is further found and determined as required by the Act
that the principal amount of notes to be issued in the year 1983 will not
exceed one-tenth of the assessed value of the City for the year 1983.
1.04. The City shall therefore issue and sell its General
Obligation Equipment Certificates of lndebtedness of 1984 (Certificates)
pursuant to the Act to finance the purchase of the Equipment. It is found
and determined that it is necessary and desirable to the sound financial
management of the City that the Certificates shall be sold and negotiated
at private sale and in accordance with the terms hereinafter set forth.
Section 2. Sale of Certificates.
St. Paul
2.01. The bid of The First National Bank of (Purchaser), to
purchase the Certificates is hereby found and determined to be a reasonable
offer and shall be and is hereby accepted, such bid being to purchase the
Certificates at a price of par plus accrued interest to date of delivery,
for Certificates bearing interest at the following rates of interest:
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Year of Maturity Interest Rate Per Annum
1986 7.00%
1987 7.50
1988 7.75
1989 8.00
The Mayor and City Manager are directed to enter into a purchase contract
for the Certificates with the Purchaser.
2.02. The City shall forthwith issue and sell the Certificates
in the principal amount of $115,000, dated January 1, 1984, the
Certificates being numbered No. 1 upwards, in the denomination of $5,000
each or any integral multiple thereof, bearing interest as above set forth,
and which Certificates mature serially on January 1 in the years and
amounts as follows:
YEAR
AMOUNT
1986
1987
1988
1989
$25,000
30,000
30,000
30,000
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All certificates maturing after January 1, 1987 are callable at the option
of the City on July 1, 1987 or any interest payment date thereafter, at a
price of par plus accrued interest.
Section 3. Form: Execution.
3.01. Registered Form. The Certificates shall be issuable only
in fully registered form. The interest thereon and, upon surrender of each
Certificate, the principal amount thereof shall be payable by check or
draft issued by the Registrar described herein.
3.02. Dates; Interest Payment Dates. Each Certificate shall be
dated as of the last interest payment date preceding the date of
authentication to which interest on the Note 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 such Certificate shall be dated as of the date of
authentication, or (11) the date of authentication is prior to July 1,
1984, in which case such Certificate shall be dated as of January 1, 1984.
The interest on the Certificates shall be payable on January 1 and July 1
in each year, commencing July 1, 1984, to the owner of record thereof as of
the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
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3.03. Registration. The City shall appoint, and shall maintain,
a Certificate 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 shall be as follows:
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(a) Register. The Registrar shall keep at its principal corpo-
rate trust office a Certificate register in which the Registrar shall
provide for the registration of ownership of Certificates and the
registration of transfers and exchanges of Certificates entitled to be
registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender for transfer of
any Certificate duly endorsed by the registered owner thereof or
accompanied 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 shall authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Certificates 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 after the fifteenth day of the month
preceding each interest payment date and until such interest payment
date.
(c) Exchange of Certificates. Whenever any Certificates are
surrendered by the registered owner for exchange the Registrar shall
authenticate and deliver one or more new Certificates of a like
aggregate principal amount and maturity, as requested by the
registered owner or the owner's attorney in writing.
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(d) Cancellation. All Certificates surrendered upon any
transfer or exchange shall be promptly cancelled by the Registrar and
thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Certificate is
presented to the Registrar for transfer, the Registrar may refuse to
transfer the same until it is satisfied that the endorsement on such
Certificate or separate instrument of transfer is valid and genuine
and that the requested transfer is legally authorized. The Registrar
shall incur no liability for the refusal t in good faith, to make
transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat
the person in whose name any Certificate is at any time registered in
the Certificate register as the absolute owner of such Certificate,
whether such Certificate shall be overdue or not, for the purpose of
receiving payment of. or on account of. the principal of and interest
on such Certificate and for all other purposes. and all such payments
so made to any such registered owner or upon the owner's order shall
be valid and effectual to satisfy the discharge the liability upon
such Certificate to the extent of the sum or sums so paid.
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(g) Taxes, Fees and Charges. For every transfer or exchange of
Certificates, the Registrar may impose a charge upon the owner thereof
sufficient to reimburse the Registrar for any tax. fee or other
governmental charge required to be paid with respect to such transfer
or exchange.
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(h) Mutilated, Lost, Stolen or Destroyed Certificates. In case
any Certificate shall become mutilated or be destroyed, stolen or
lost, the Registrar shall deliver a new Certificate of like amount,
number, maturity date and tenor in exchange and substitution for and
upon cancellation of any such mutilated Certificate or in lieu of and
in substitution for any such Certificate 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 Certificate
destroyed, stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that such Certificate was destroyed, stolen or
lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it, in which both the City and the Registrar
shall be named as obligees. All Certificates so surrendered to the
Registrar shall be cancelled by it and evidence of such cancellation
shall be given to the City. If the mutilated, destroyed, stolen or
lost Certificate has already matured or been called for redemption in
accordance with its terms it shall not be necessary to issue a new
Certificate prior to payment.
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3.04. Appointment of Initial Registrar. The City hereby
appoints First Trust Company of Saint Paul, St. Paul, Minnesota, as the
initial Registrar. The Mayor and the 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
resulting corporation is a bank or trust company authorized by law to
conduct such business, such corporation shall be 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 shall
deliver all cash and Certificates in its possession to the successor
Registrar and shall deliver the Certificate register to the successor
Registrar. On or before each principal or interest due date, without
further order of this Council, the Treasurer shall transmit to the
Registrar moneys sufficient for the payment of all principal and interest
then due.
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3.05. Execution, Authentication and Delivery. The Certificates
shall be prepared under the direction of the Clerk and shall be executed on
behalf of the City by the signatures of the Mayor and the Manager, provided
that all signatures may be printed, engraved or lithographed facsimiles of
the originals. In case any officer whose signature or a facsimile of whose
signature shall appear on the Certificates shall cease to be such officer
before the delivery of any Certificate, such signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same as if he
had remained in office until delivery. Notwithstanding such execution, no
Certificate shall 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 such Certificate has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates
of authentication on different Certificates need not be signed by the same
representative. The executed certificate of authentication on each
Certificate shall be conclusive evidence that it has been authenticated and
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delivered under this Resolution. When the Certificates have been so
prepared, executed and authenticated, the Treasurer shall deliver the same
to the Purchaser thereof upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser
shall not be obligated to see to the application of the purchase price.
3.06. Form of Certificates. The Certificates shall be printed
in substantially the following form:
[Face of the Certificate]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS OF 1984
Rate
Maturity
Date of
Original Issue
CUSIP
January 1, 1984
No.
$
KNOW ALL MEN BY THESE PRESENTS that the City of Chanhassen, a
duly organized and existing municipal corporation in Carver and Hennepin
Counties, Minnesota (City), acknowledges itself to be indebted and for
value received hereby promises to pay to
or registered assigns. without option of prior payment. the principal sum
of THOUSAND DOLLARS ($ .000) on the maturity date specified
above. with interest thereon from the date hereof at the annual rate
specified above. payable January 1 and July 1 in each year, cormnencing
July I, 1984, to the person in whose name this Certificate is registered at
the close of business on the 15th day (whether or not a business day) of
the immediately preceding month. The interest hereon and. upon
presentation and surrender hereof. the principal hereof are payable in
lawful money of the United States of America by check or draft by First
Trust Company of Saint Paul. in St. Paul. Minnesota. as Certificate
Registrar and Paying 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. All Certificates of this issue maturing in 1988 and
1989 are subject to redemption at the option of the City on July 1. 1987 or
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any interest payment date thereafter, at a price of par plus accrued
interest.
Additional provisions of this Certificate are contained on the
reverse hereof and such provisions shall for all purposes have the same
effect as though fully set forth in this place.
This Certificate shall not be valid or become obligatory for any
purpose or be entitled to any security or benefit under the Resolution
until the Certificate of Authentication hereon shall have been executed by
the Certificate Registrar by manual signature of one of its authorized
representatives.
IN WITNESS WHEREOF, the City of Chanhassen, Carver and Hennepin
Counties, Minnesota, by its City Council, has caused this Certificate to be
executed on its behalf by the facsimile signatures of the Mayor and City
Manager and has caused this Certificate to be dated as of the date set
forth below.
Dated:
CITY OF CHANHASSEN, MINNESOTA
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(facsimile)
City Manager
(facsimile)
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to the
Resolution mentioned within.
By
Authorized Representative
[Reverse of the Certificate]
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This Certificate is one of an issue in the aggregate principal
amount of $115,000, all of like date and tenor, except as to serial number,
redemption privilege, maturity and interest rate, issued pursuant to a
resolution adopted by the City Council on December 19, 1983 (the
Resolution), for the purpose of providing money to defray the expenses
incurred and to be incurred in purchasing various items of capital
equipment, pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Statutes, Section
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412.301. but constitutes a general obligation of the City and. to provide
moneys for the prompt and full payment of said principal and interest as
the same become due. the full faith and credit of the City is hereby
irrevocably pledged. and the City Council has duly levied ad valorem taxes
on all taxable property in the City and will levy additional ad valorem
taxes. if required for such purpose. which taxes may be levied on all of
the taxable property in the City without limitation as to rate or amount.
The Certificates of this series are issued only as fully registered
Certificates in denominations 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 Certificate is transferable upon the books of the
City at the principal office of the Certificate Registrar. by the
registered owner hereof in person or by his attorney duly authorized in
writing upon surrender hereof together with a written instrument of
transfer satisfactory to the Certificate Registrar. duly executed by the
registered owner or his attorney; and may also be surrendered in exchange
for Certificates of other authorized denominations. Upon such transfer or
exchange the City will cause a new Certificate or Certificates to be issued
in the name of the transferee or registered 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 transfer or exchange.
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The City and the Certificate Registrar may deem and treat the
person in whose name this Certificate is registered as the absolute owner
hereof. whether this Certificate is overdue or not. for the purpose of
receiving payment and for all other purposes. and neither the City nor the
Certificate Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED. 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 Certificate 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 Certificate does not cause the
indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
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(Form of certificate to be printed on the reverse side of each
Certificate. following a full copy of the legal opinion.)
I certify that the above is a full. true and correct copy of the legal
opinion rendered by Certificate counsel on the issue of Certificates of the
City of Chanhassen. Minnesota. which includes the within Certificate. dated
as of the date of delivery of and payment for the Certificates.
(Facsimile Signature)
City Clerk
The following abbreviations. when used in the inscription of the
face of this Certificate. shall 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)
Custodian
(Minor)
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TEN ENT -- as tenants
by entireties
under Uniform Gifts to Minors
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Act . . .
..........
(State)
Additional abbreviations may also be used though not in the
above list.
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e ASSIGNMENT
For value received, the undersigned hereby sells, assigns and
transfers unto
the within Certificate and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Certificate on
the books kept for registration of the within Certificate, 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 Certificate in every particular, with-
out alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges.
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The Certificate Registrar will not effect transfer of this
Certificate unless the information concerning the assignee requested below
is provided.
Name and Address:
(Include information for all joint owners if
the Certificates are held by joint account)
Please insert social security or
other identifying number of assignee
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3.07. The Clerk shall obtain a copy of the proposed approving
legal opinion of LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Professional
Association, Minneapolis, Minnesota, which shall be complete except as to
dating thereof and shall if requested by the Purchaser cause the opinion to
be printed on each Certificate, together with a certificate to be signed by
the facsimile signature of the Clerk in substantially the form set forth in
the form of Certificate. The Clerk is hereby authorized and directed to
execute such certificate in the name of the City upon receipt of such
opinion and to file the opinion in the City offices.
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Section 4. Security.
4.01. There is hereby created a separate debt service fund
(Fund) for the Certificates, which shall be used for no other purposes than
to pay principal of and interest on the Certificates, provided that if any
payment of principal or interest shall become due when there is not
sufficient money in the Fund to pay the same, the Treasurer shall pay such
principal or interest from the general fund of the City and the general
fund shall be reimbursed for such advances out of moneys appropriated by
the City Council for such purpose.
4.02. For the purpose of paying the principal of and interest on
the Certificates, there is hereby levied upon all of the taxable property
in the City a direct annual irrepealable ad valorem tax, which shall be
spread upon the tax rolls and collected with and as part of other general
taxes of the City and shall be credited to the Fund, which tax is in the
years and amounts as follows (the years shown are years of levy for taxes
collectible during the following year):
YEAR
1984
1985
1986
1987
1988
LEVY
$25,000
30,000
30,000
30,000
30,000
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The City hereby transfers the sum of Seven Thousand Eight Hundred Sixty
Dollars ($7,860.00) from its Motor Vehicle Depreciation Fund and the sum of
One Thousand Three Hundred Two Dollars ($1,302.00) from loan proceeds as
capitalized interest to its debt service fund and pledges the use of such
amounts to the debt service on the Certificates.
A certified copy of this resolution shall be delivered to the County
Auditor of Carver and Hennepin Counties in order to obtain the certificates
required by Minnesota Statutes, Section 475.63.
Section 5. Transcript: Miscellaneous.
5.01. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser and to the attorneys
approving the Certificates, certified copies of proceedings and records of
the City relating to the Certificates 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 Certificates and such
instruments, including any heretofore furnished, shall be deemed
representations of the City as to the facts stated therein.
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5.02. It is hereby determined that no comprehensive official
statement or prospectus has been prepared or circulated by the City in
connection with the sale of the Certificates and that the Purchaser has
made its own investigation concerning the City as set forth in its
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investment letter of even date herewith, receipt of which is hereby
acknowledged.
5.03. The actions of the officers and employees of the City in
contacting prospective purchasers for the Certificates and negotiating the
terms of the sale of the Certificates are hereby ratified and confirmed in
all respects.
The motion for the adoption of the foregoing resolution was duly
seconded by Councilmember
Horn
, and upon vote being taken thereon,
the following voted in favor thereof: Acting Mayor Geving, Council members
Horn, Swenson and Watson
and the following voted against: None
whereupon said resolution was declared duly passed and adopted.
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Exhibit 1
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CITY OF
CHARHASSER
690 COULTER DRIVE. P.O. BOX 147 . CHANHASSEN, MINNESOTA 55317
(612) 937-1900
January 9, 1984
EQUIPMENT TO BE PURCHASED WITH
1983 EQUIPMENT CERTIFICATE
2. One Used 1981 C
(Serial Number
Truck with pump and
l. One new 1984 GMC 4x4
Booster Tank, l1,000
a. Chassis
b. Box & Storage
e c. Emergency Ligh
d. Radios/Install
e. Misc. Equipme
$l2, 468.
24,740.
l,575.
2,53l.
4,150.
$45,464.
OG, Motor Grader
in:
7,393.
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STATE OF MINNESOTA )
)
COUNTIES OF CARVER )
AND HENNEPIN ) SSe
)
CITY OF CHANHASSEN )
I, the undersigned, being the duly qualified and acting Clerk of
the City of Chanhassen, Minnesota do hereby certify that I have carefully
compared the attached and foregoing extract of minutes of a regular meeting
of the City Council held on Monday, December 19, 1983, with the original
thereof on file in my office and the same is a full, true and complete
transcript therefrom insofar as the same relates to the issuance and sale
of $115,000 General Obligation Equipment Certificates of Indebtedness of
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1984, of the City.
WITNESS My hand as Clerk and the corporate seal of the City this
20th
day of
Decanber
, 1983.
Ll (jQ~
City Clerk
City of Chanhassen, Minnesota
(SEAL)
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