91-100 B
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After due consideration of the bids, Member
then
Workman
introduced the following resolution and moved its adoption:
RESOLUTION NO. 91-100B
A RESOLUTION AWARDING THE SALE OF $1,685,000
TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS
SERIES 1991B;
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 Counties, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of FBS Investment Services, Inc. (Purchaser) to
purchase $1,685,000 Taxable General Obligation Tax Increment Bonds, Series 1991B
(Bonds) of the City described in the Official Terms of Offering thereof is found
and determined to be the highest and best bid received pursuant to duly
advertised notice of sale and is accepted, the bid being to purchase the Bonds
at a price of $1,674,047.50 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Year of }laturity Interest Rate Year of Maturity Interest Rate
1994 6.40% 1998 7.50%
1995 6.80 1999 7.60
1996 7.00 2000 7.70
1997 7.25 2001 7.80
True interest rate: 7.5934%
1. 02. The sum of $ 14.617.50 being the amount bid by the Purchaser in
excess of $1,659,430 will be credited to the Debt Service Fund hereinafter
created. The City Manager 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 unsuccessful bidders 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 in the total
principal amount of $1,685,000, originally dated November 1, 1991, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1,
upward, bearing interest as above set forth, and which mature serially on
February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
1994
1995
1996
1997
$160,000
170,000
185,000
200,000
1998
1999
2000
2001
$215,000
230,000
250,000
275,000
.
1.04. Optional Redemption. The City may elect on February 1, 1998 and on
any date thereafter to prepay Bonds maturing on or after February 1, 1999.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part the Bonds will be redeemed at the option of the City and
in such manner as the City cetermines and within a maturity by lot as selected
by the Registrar. All payments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall 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 inter-
est 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 such Bond shall 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 such Bond will be dated as of the date of
original issue. The interest on the Bonds is payable on August 1 and February 1
of each year, commencing August 1, 1992, 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.
e 2.03. Registration. The City will appoint, and shall maintain, a bond
registrar, transfer agent, authenticating agent and paying agent (Registrar).
The effect of registration and the rights and duties of the City and the Regis-
trar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corp~rate
trust office a bond register in which the Registrar provides for the
registration 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
instrument of transfer, in form satisfactory to the Registrar, duly execut-
ed by the registered owner thereof or by an atto~ney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registra-
tion of any transfer after the fifteenth day of the month preceding each
interest payment date and until such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered 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.
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(d) Cancellation. Bonds surrendered upon any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to
the Registrar for transfer, the Registrar may refuse to transfer the Bond
until the Registrar is satisfied that the endorsement on the Bond or
separate instrument of transfer is valid and genuine and that the requested
transfer is legally authorized. The Registrar will incur no liability for
the refusal, 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 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 purposes, and payments so made to
a registered owner or upon the owner's order wi.ll be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum
or sums so paid.
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds,
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 the transfer or exchange.
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(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,
substance 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 sur-
rendered 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 already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new
Bond prior to payment.
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(i) Redemption. In the event any of the Bonds are called for redemp-
tion, 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 Regis-
trar and by publishing the notice in the manner 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 any proceeding for the
redemption of Bonds. Bonds so called for redemption will cease 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.
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2.04. Appointment of Initial Registrar. The City appoints
American National Bank and Trust Compan~ St. Paul Minnesota, as the
initial Registrar. 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 resulting
corporation is a bank or trust company authorized by law to conduct such busi-
ness, such 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 possession to
the successor Registrar and must deliver the bond register to the successor
Registrar. On or before each principal or interest due date, without further
order of this Council, the Manager must transmit to the Registrar moneys
sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the Manager and 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 appears on the Bonds
ceases to be such officer before the delivery of any Bond, such signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same
as if the officer had remained in office until delivery. Notwithstanding such
execution, a Bond will not be valid or obligatory for any purpose or entitled to
any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond is conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have
been so prepared, executed and authenticated, the Manager shall 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. Temporary Bonds. The City may elect to deliver in lieu of printed
definitive Bonds one or more typewritten temporary Bonds in substantially the
form set forth in Section 3 with such changes as may be necessary to reflect
more than one maturity in a single temporary bond. Upon the execution and
delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE O~ MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
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TAXABLE GENERAL OBLIGATION TAX INCREMENT BO~~, SERIES 1991B
Rate
Maturity
Date of
Original Issue
CUSIP
November 1, 1991
No.
$
The City of Chanhassen, Minnesota, 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, the principal sum of $ on the maturity date
specified above with interest thereon from the date hereof at the annual rate
specified above, payable August 1 and February 1 in each year, commencing
August 1, 1992, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immedi-
ately 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 ,
Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating
Agent, or its designated successor under the Resolution described herein. For
the prompt and full payment of such principal and interest as the same respec-
tively 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, 1998, and on any date thereafter, to
prepay Bonds of this issue maturing on or after February 1, 1999. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is
in part, the Bonds will be redeemed at the option of the City and in such manner
as the City determines and within a maturity by lot as selected by the
Registrar. All prepayments shall 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 Certificate of Authentication
hereon has been executed by the Bond 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 Bond to be executed on its
behalf by the facsimile signatures of the Mayor and City Manager and has caused
this Bond to be dated as of the date set forth below.
Dated:
.
CITY OF CHANHASSEN, MINNESOTA
(facsimile)
City Manager
(facsimile)
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
By
Authorized Representative
[Reverse of the Bond]
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This Bond is one of an issue in the aggregate principal amount of
$1,685,000 all of like original issue date and tenor, except as to number,
maturity date, redemption priviledge and interest rate, all issued pursuant
to a resolution adopted by the City Council on October 15, 1991 ( the
Resolution), for the purpose of providing money to aid in financing public
redevelopment costs in a Redevelopment Project (Project> in the City, pursuant
to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Sections 469.174 through 469.179,
the Minnesota Tax Increment Financing Act, and Minnesota Statutes, Sections
469.001 through 469.047, and the principal hereof and interest hereon are payable
primarily from tax increments resulting from increases in taxable valuation
of real property in the Tax Increment Financing District (TIF District) within
the Project as set forth in the Resolution to which reference is made for a
full statement of .rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the
City Council has obligated itself to levy ad valorem taxes on all taxable
property in the City in the event of any deficiency of tax increments pledged,
which taxes may be levied without limitation as to rate or amount. The Bonds
of this series are issued only as fully registered Bonds in denominations of
$5,000 or any 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 authorized in writing upon surrender hereof together with
a written instrument of transfer satisfactory 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 denominations. Upon such
transfer 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 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 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 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 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 constitu-
tional or statutory limitation of indebtedness.
(Form of certificate to be printed on the reverse side of each Bond,
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 bond counsel on the issue of Bonds of the City of
Chanhassen, Minnesota, which includes the within Bond, dated as of the date of
delivery of and payment for the Bonds.
(Facsimile Signature)
City Manager
The following abbreviations, when used in the inscription on the face of
this Bond, 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)
TEN ENT
as tenants
by entireties
under Uniform Gifts or
Transfers 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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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers
the within Bond and all rights
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.
unto
thereunder,
and
does
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:
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.
The Bond Registrar will not effect transfer of this Bond unless the infor-
mation concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if
this Bond is held by joint account.)
Please insert social security or
other identifying number of assignee
3.02. The City Manager is directed to obtain a copy of the proposed
approving legal opinion of Holmes & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and shall cause the opinion
to be printed on each Bond, together with a certificate to be signed by the
facsimile signature of the Manager in substantially the form set forth in the
form of Bond. The Manager is 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. Payment: Security.
4.01. The Bonds are payable from the Taxable General Obligation Tax
Increment Bonds, Series 1991B Debt Service Fund (Debt Service Fund) hereby
created, and all tax increments (Tax Increments) received by the City from the
Tax Increment Financing District (TIF District) within the Redevelopment Project
(Project) in which the activity financed by the Bonds is located are pledged to
the Debt Service Fund. If any payment of principal or interest on the Bonds
shall become due when there is not sufficient money in the Debt Service Fund to
pay the same, the ~anager will pay such principal or interest from the general
fund of the City, and the general fund will be reimbursed for such advances out
of the proceeds of Tax Increments when received. There is hereby appropriated
to the Debt Service Fund all capitalized interest financed from Bond proceeds,
if any, any amount over the minimum purchase price of the Bonds paid by the
Purchaser and all accrued interest paid by the Purchaser upon closing and
delivery of the Bonds.
4.02. It is hereby determined that the estimated collection of Tax Incre-
ments for 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.
Section 5. Authentication of Transcript.
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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 hereby 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 accurate
representation of the facts and representations made therein as of the date of
the Official Statement.
The motion for the adoption of the foregoing resolution was duly seconded
by Member
Dimler
, and upon vote being taken thereon, the
following voted in favor thereof: Ursula Dimler, Michael Mason, Richard Wing,
Thomas Workman and Mayor Donald Chmiel
and the following voted against the same: None
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whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA
COUNTIES OF CARVER
AND HENNEPIN
CITY OF CHANHASSEN
)
)
) SS.
)
)
)
I, the undersigned, being the duly qualified and acting Manager of the City
of Chanhassen, Carver and Hennepin Counties, Minnesota, do hereby certify that I
have carefully compared the attached and foregoing extract of minutes of a
special meeting of the City Council of the City held on Tuesday, October 15 ,
1991, with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofar as they relate to the issuance and
sale of $1,685,000 Taxable General Obligation Tax Increment Bonds, Series
1991B of the City.
WITNESS My hand officially as such Manager and the corporate seal of the
r7l~
City this
I~ day of
, 1991.
~
C4: CH135RAW. 9lB
ill ~
.. ,.'.'
City Manager .....
Chanhassen, Minnesota
,
~..
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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 special meeting of the City
Council of the City of Chanhassen, Minnesota, was duly held in the City Hall in
said City on Tuesday, October 15, 1991, commencing at 5:30 P.M.
The following members were present: Ursula Dimler, Michael Mason, Richard
Wing, Thomas Workman and Mayor Donald Chmiel
and the following were absent: None
* * *
* * *
* * *
The Mayor announced that the next order of business was consideration
of the bids which had been received for the purchase of the City's $575,000
General Obligation Tax Increment Bonds, Series 1991C, as advertised for sale.
The City Manager presented affidavits showing publication of the notice of sale
in the City's official newspaper and in Northwestern Financial Review, a finan-
cial paper published in Minneapolis, Minnesota, which affidavits were examined
and found satisfactory and ordered placed on file.
The City Manager presented a tabulation of the bids which had been received
in the manner specified in the Official Terms of Offering of the Bonds. The
bids were as follows:
(See Attached)
,
~ ~ SPRINGSTED
~ 'PUBLlC FINANCE ADVISORS
.
16655 West Bluemound Road
Suite 290
Brookfield. WI 53005-5935
(414) 782-8222
Fax: (414) 782-2904
2739 Second Avenue S.E.
Cedar Rapids. IA 52403-1434
(319) 363-2221
Fax: (319) 363.6999
85 East Seventh Place
Suite 100
Saint Paul. MN 55101.2143
(612) 223-3000
Fax: (612) 223-3002
6800 College Boulevard
Suite 600
Overland Park. KS 66211-1533
(913) 345.8062
Fax: (913) 345-1770
222 South Ninth Street
Suite 2825
Minneapolis. MN 55402-3368
(612) 333-9177
Fax: (612) 333-2363
$575,000
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBUGATlON TAX INCREMENT BONDS, SERIES 1991 C
AWARD:
NORWEST INVESTMENT SERVICES, INCORPORATED
Bidder
October 15, 1991
Interest
Rates
Moody's Rating: Baa1
True Interest
Cost & Rate
SALE:
Price
NORWEST INVESTMENT SERVICES,
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4.65% 1993
4.80% 1994
5.00% 1995
5.20% 1996
5.40% 1997
5.60% 1998
$569,250.00
$125,634.38
(5.5562%)
---------------------------------- "-
These Bonds are being reoffered at par.
BBI: 6.66
Average Maturity: 3.95 Years
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