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91-87 A (5) .' . . . F~tract 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 special meeting of the City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota, was held at the City Hall in the City on Monday, September 16, 1991, commencing at 6:00 P.M. The following members of the Council were present: Mayor Chmiel, Dimler, Mason and Wing and the following were absent: Workman *** *** *** The following resolution was presented by Councilmember Dimler who moved its adoption: RESOLUTION NO. 91-87A(5) RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF APPROXIMATELY $1,405,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1991E BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota (City) as follows: 1. It is hereby determined that: (a) the City is authorized by Minnesota Statutes, Chapter 475 (Act) and Section 475.67, SubdiVision 3, of the Act to issue and sell its general obligation bonds to refund obligations and th& interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment; '.. . . (b) it is necessary and desirable to reduce debt service the City issue approximately $.1 ,405,000 General, Improvement Refunding Bonds, Series 1991E (Bonds) certain outstanding general obligations of the City; costs that Obligation to refund (c) the outstanding bonds to be refunded (Refunded Bonds) consist of the $4,615,000 General Obligation Improvement Bonds of 1986, da ted July 1, 1986, of which $1,815,000 in principal amount is subject to redemption on January 1, 1996; (d) in conjunction with the refunding, it is in the best interest of the City to reimburse certain previously unreimbursed expenses of Project 85-13 which was the project originally funded by the Refunded Bonds. 2. To provide moneys to refund the Refunded Bonds and reimburse such additional project costs, the City will issue and sell Bonds in the amount of $1,388,140. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $16,860. The excess of the purchase price of the Bonds over the sum of $1,388,140 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds. The Bonds will be issued, sold and delivered in accordance with the terms of the following Official Terms of Offering: . . . OFFICIAL TERMS OF OFFERING $1 ,405,000 CITY OF CHANHASSEN, MINNESOTA* GENERAL OBUGATION IMPROVEMENT REFUNDING BONDS, SERIES 1991 E Sealed bids for the Bonds will be received by the City Manager or his designee on Tuesday, October 15, 1991, until 12:00 Noon, Central Time, at the offices of SPRINGSTED Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 5:30 P.M., Central Time, of the same day. DETAILS OF THE BONDS The Bonds will be dated November 1, 1991, as the date of original issue, and will bear interest payable on January 1 and July 1 of each year, commencing July 1, 1992. Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to rules of the MSRB. The Bonds will be issued in the denomination of $5,000 each, or in integral multiples thereof, as requested by the purchaser, and fully registered as to principal and interest. Principal will be payable at the main corporate office of the registrar and interest on each Bond will be payable by check or draft of the registrar mailed to the registered holder thereof at the holder's address as it appears on the books of the registrar as of the close of business on the 15th day of the immediately preceding month. The Bonds will mature January 1 in the years and amounts as follows: 1997 $120,000 1998 $115,000 1999 $110,000 2000 $130,000 2001 $145,000 2002 $360,000 2003 $425,000 * The City reserves the right, after bids are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Any such increase or reduction will be in a total amount not to exceed $25,000 and will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. OPTIONAL REDEMPTION The City may elect on January 1,2001, and on any day thereafter, to prepay Bonds due on or after January 1 ,2002. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par and accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments against benefited property. The proceeds will be used to refund in advance of their stated maturities the 1997-2004 maturities of the City's $4,615,000 General Obligation Improvement Bonds of 1986, dated July 1, 1986. . - i - . . . TYPE OF BID Bids shall be for not less than $1 ,388,140 and accrued interest on the total principal amount of the Bonds. Bids shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $14,050, payable to the order of the City. If a check is used, it must accompany each bid. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the bids. The Financial Surety Bond must identify each bidder whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to a bidder using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted bid, said amount will be retained by the City. No bid can be withdrawn after the time set for receiving bids unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional bid will be accepted. AWARD The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each bid, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any bid or of matters relating to the receipt of bids and award of the Bonds, (ii) reject all bids without cause, and, (iii) reject any bid which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. - ii - . . . CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Holmes & Graven, Chartered of Minneapolis, Minnesota, which opinion will be printed on the Bonds, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement and the Official Bid Form or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting an Official Bid Form therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 60 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Bid Form with respect to the Bonds agrees thereby that if its bid is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated September 16, 1991 BY ORDER OF THE CITY COUNCIL /s/ Donald W. Ashworth City Manager - iii - .. . . . 3. The City Manager is authorized and directed to advertise the Bonds for sale in accordance with the foregoing OffLcial Terms of Offering and to publish the abbreviated notice of sale attached hereto as Exhibit A in the manner required by law. The City Council will meet at 5:30 p.m. on Tuesday, October 15, 19~1, to consider bids on the Bonds and take any other appropriate action with respect to the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Mason, and upon vote being taken thereon the following members voted in favor of the motion: Mayor Chmiel, Dimler, Mason and Wing and the following voted against: None whereupon the resolution was declared duly passed and adopted. e. . . Exhibit A NOTICE OF BOND SALE $1,405,000 * GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1991E CITY OF CHANHASSEN, CARVER AND HENNEPIN COUNTIES, MINNESOTA NOTICE IS HEREBY GIVEN that sealed bids for the purchase of the above bonds will be received until 12:00 Noon, Central Time, on Tuesday, October 15, 1991, in the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, St. Paul, Minnesota, at which time the bids will be opened and tabulated for consideration by the City Council at a meeting at 5:30 P.M. on the same day. The bonds are offered on the following terms. The bonds will be dated November I, 1991, will bear interest payable semiannually on each January 1 and July I, commencing July I, 1992, and will mature on January 1 in the years and amounts as follows: Year Amount Year Amount 1997 1998 1999 $120,000 115,000 110,000 2001 2002 2003 $145,000 360,000 425,000 * The City reserves the right, after bids are opened and prior to award, to increase or reduce the principal amount of the Bonds offered for sale. Any such increase or reduction will be in a total amount not to exceed $25,000 and will be made in multiples of $5,000 in any of the maturities. In the event the principal amount of the Bonds is increased or reduced, any premium offered or any discount taken by the successful bidder will be increased or reduced by a percentage equal to the percentage by which the principal amount of the Bonds is increased or reduced. The City may elect on January 1, 2001, and on any day thereafter, to prepay Bonds due on or after January I, 2002. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City shall determine and within a maturity by lot as selected by the registrar. All prepayments shall be at a price of par and accrued interest. Bidders must specify a price of not less than $1,388,140 plus accrued interest. A legal opinion on the bonds will be furnished by Holmes & Graven, Chartered, Minneapolis, Minnesota. The proceeds of the bonds will be used to refund certain outstanding general obligations of the City.