90-24R €Sol & t o r\ ql0 — a`L
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
Monday, March 5, 1990, commencing at 7:00 p.m.
The following members were present: D. Chmiel, W. Boyt, J. Johnson
& T. Workman
and the following were absent: U. Dimler
* **
The Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City's $2,690,000 General
Obligation Tax Increment Refunding Bonds, Series 1990A.
The City Manager presented a tabulation of the proposals which had been
received in the manner specified in the Official Terms of Offering of the Bonds. The
proposals were as follows:
See Attached
SPRINGSTED
PUBLIC FINANCE ADVISORS
85 East Seventh Place, Suite 100
Saint Paul, MN 55101 -2143
(612) 223.3000
Fax: 612-223-3002
AWARD:
SALE:
$2,690,000*
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBUGATION TAX INCREMENT REFUNDING BONDS, SERIES 1990A
Interest True Interest
Bidder Rates Price Cost & Rate
NORWEST INVESTMENT SERVICES, 6.75% 2002 $2,662,427.50 $2,294,143.33
INCORPORATED 6.80% 2003 (6.8904%)
FBS INVESTMENT SERVICES,
INCORPORATED
MERRILL LYNCH CAPITAL MARKETS
American National Bank Saint Paul
Cronin & Company, Incorporated
Juran & Moody, Incorporated
Miller & Schroeder Financial, Incorporated
Marquette Bank Minneapolis, N.A.
M.H. Novick & Company, Incorporated
Park Investment Corporation
DAIN BOSWORTH INCORPORATED $2,660,410.00 $2,321,860.83
AWSON-WILUAMS COMPANY (6.976%)
MILLER, JOHNSON & KUEHN, INC.
PIPER, JAFFRAY & HOPWOOD
INCORPORATED
DEAN WITTER REYNOLDS INCORPORATED
PRUDENTIAL -BACHE CAPITAL FUNDING
SHEARSON LEHMAN HUTTON, INC.
PAINEWEBBER INCORPORATED
BLUNT, EWS & LOEWI, INCORPORATED
Inaiana Office
135 North Pennsylvania Street
Suite 2015
. Indianapolis. IN 46204 -2498
(317) 684-6000
Fax: 317-684-6004
NORWEST INVESTMENT SERVICES, INCORPORATED
FBS INVESTMENT SERVICES, INCORPORATED
MERRILL LYNCH CAPITAL MARKETS
And Associates
March 5, 1990
6.80% 2002
6.90% 2003
6.85% 2002
6.90% 2003
6.90% 2002
7.00% 2003
Kansas Office
6800 College Boulevard
Suite 600
Overland Park. KS 66211 -1533
(913) 345-8062
Fax (913) 3451770
MBIA Insured
Moody's Rating: Asa
Standard & Poor's Rating: AAA
$2,655,568.00 $2,334,448.67
(7.0220%)
$2,659,689.08 $2,356,027.59
(7.080%)
Wisconsin Office:
500 Elm Grove Road
Suite 101
Elm Grove. WI 53122-0037
(414) 782.8222
Fax: 414. 782.2904
(Continued)
•
As provided in the Terms of Offering of the Bonds and on the advice of the
financial advisers to the City the maturity schedule and minimum price of the Bonds
were adjusted -as follows:
Year of Maturity Amount
2002 $1,300,000
2003 $1,385,000
Minimum Price: $ 2.650.095
After due consideration of the proposals, Member Johnson then
introduced the following resolution and moved its adoption:
BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and
Hennepin Counties, Minnesota (City) as follows:
RESOLUTION NO. 90 -24
A RESOLUTION AWARDING THE SALE OF $ 2 GENERAL
OBLIGATION TAX INCREMENT REFUNDING BONDS SERIES 1990A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
Section 1. Sale of Bonds.
1.01. The proposal of Norwest Investment Sery rgs. Inc. (Purchaser)
to purchase $ 2.685, 000 General Obligation Tax Increment Refunding Bonds
Series 1990A (Bonds) of the City described in the Terms of Offering therefor is
determined to be a reasonable offer is accepted, the proposal being to purchase the
Bonds at a price of *2,657.478.75 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Net effective interest rate: 6.859%
Year of Maturity Interest Rate
2002 6.75%
2003 6.80%
•
1.02. The sum of $ 7.383.75 being the amount bid by the Purchaser in excess
Of $2,650,095 is credited to the Escrow Account hereinafter created, or
designated to pay costs of issuance of the Bonds, as the case may be. The City
Manager is directed to retain 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 $2.685,000 , originally dated March 1, 1990, 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
2002 $1,300,000
2003 '1,385,000
1.04. The City may elect on February 1, 2001 and on any day thereafter to
prepay Bonds maturing on or after February 1, 2002. Redemption may be in whole or
in part of the Bonds subject to prepayment. If redemption is in part, those Bonds
remaining unpaid which have the latest maturity date will be prepaid first. If only
part of the Bonds having a common maturity date are called for prepayment the
specific Bonds to be prepaid will be chosen by lot by the Registrar. All payments will
be at a price of par plus accrued interest.
1.05. The Bonds are being issued to provide monies for the refunding of the
outstanding principal and interest on the City's $5,184,620.6o General Obligation
Refunding Tax Increment Bonds of 1983 (Refunded Bonds), dated August 17, 1983, on
their redemption date of August 1, 1995 and associated costs of issuance. The costs
of issuance are as follows:
Legal and Fiscal $ , 44, 695.16
Insurance 17,000.00
Discount 27.521.25
Total $ 89, 216.41
The Mayor and City Manager are authorized and directed to execute and deliver all
contracts and instruments necessary to carry out the ourooses of this resolution.
Section 2. Re and Payment.
2.01. �R stered 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 interest on the
Bond has been paid or made available for payment, unless (1) 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 February 1 and August 1 of each year, commencing February 1, 1991, 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.
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 Registrar with respect
thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate
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 executed by
the registered owner thereof or by an attorney 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 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 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.
(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 will 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.
(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
any 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 surrendered to the
Registrar will be cancelled by the Registrar and evidence of such cancellation
must be given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it is
not necessary to issue a new Bond prior to payment.
(I) Redemption. In the event any of the Bonds are called for 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 Registrar 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.
2.04. Appointment of Initial Registrar. The City appoints
Norwest Bank Minnesota, N.A., Minneapolis, MN, 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 business, 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 OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND , SERIES 1990A
Date of
Rate Maturity Original Issue
March 1, 1990
CUSIP
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 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 February 1 and August 1 in each year, commencing February 1, 1991, 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 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
, 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 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, 2001, and on any day thereafter, to prepay
Bonds of this issue maturing on or after February 1, 2002. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, those
Bonds remaining unpaid which have the latest maturity date will be prepaid first. If
only part of the Bonds having a common maturity date are called for prepayment the
specific Bonds to be prepaid will be chosen by lot by the Registrar. All prepayments
shall be at a price of par plus accrued interest.
The City Council has designated the Bonds as "qualified tax exempt obligations"
within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended (the Code) relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year
of issue.
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) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
By
Authorized Representative
This Bond is one of an issue in the aggregate principal amount of $2.685.000 all
of like original issue date and tenor, except as to number, maturity date, redemption
privilege, and interest rate, all issued pursuant to a resolution adopted by the City
Council on March 5, 1990 (the Resolution), for the purpose of providing money to
refund in advance of maturity and on the Redemption Date, as defined in the
Resolution, a portion of certain general obligation bonds of the City, pursuant to and
in full conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Section 475.67, Subdivision 13 and Chapter 469. The principal
hereof and interest hereon are payable until the Redemption Date, primarily out of the
Escrow Account and Debt Service Account in the City's Refunding Bonds Series 1990A
Debt Service Fund and after the Redemption Date from tax increments resulting from
increases in the taxable value of real property in a tax increment financing district in
the City, 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 in 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.
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 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 Bond in order to make it a valid and binding general obligation of
the City in accordance with its terms, have been done, do exist, have happened and
have been performed as so required, and that the issuance of this Bond does not cause
the indebtedness of the City to exceed any constitutional or 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.)
Reverse of the Bond
•
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.
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
TEN ENT —as tenants
by entireties under Uniform Gifts or
Transfers to Minors
JT TEN -- as joint tenants
with right of survivorship
andnot as tenants in Act
common (State)
• Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of the within
Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment mustcorrespond with the
name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
(Facsimile Signature)
City Manager
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
ASSIGNMENT
• 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 information
concerning the assignee requested below is provided.
Name and Address:
Please insert social security or
other identifying number of assignee
3.02. The City Manager is authorized and 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 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 the certificate in the name of the City
upon receipt of the opinion and to file the opinion in the City offices.
Section 4. Bonds: Security: Escrow.
(Include information for all joint owners if
this Bond is held by joint account.)
4.01. Funds and Accounts. For the convenience and proper administration of the
moneys to be borrowed and repaid on the Bonds and the Refunded Bonds, and to
provide adequate and specific security for the Purchaser and holders from time to
time of the Bonds and Refunded Bonds, there is hereby created a special fund to be
designated the Refunding Bonds, Series 1990A Debt Service Fund (the Fund) to be
administered and maintained by the Manager as a bookkeeping account separate and
apart from all other funds maintained in the official financial records of the City. The
Fund shall be maintained in the manner herein specified until all of the Refunded
Bonds have been paid and until all of the Bonds and the interest thereon shall have
been fully paid. There shall be maintained in the Fund two separate accounts, to be
designated the Escrow Account and Debt Service Account.
(a) Escrow Account. The Escrow Account shall be maintained as an
Escrow Account (Escrow Account) with American Notional Bank and Trupt Company
in St . Paul , Minnesota, which is a suitable financial institution within
the State, whose deposits are insured by the Federal Deposit Insurance
Corporation, whose combined capital and surplus is not less than $500,000 and
said financial institution is hereby designated escrow agent (Escrow Agent) for
the Escrow Account. All proceeds of the sale of the Bonds shall be received by
the Escrow Agent and applied to fund the Escrow Account or to pay costs of
issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance are
hereby irrevocably pledged and appropriated to the Escrow Account, together
•
with all investment earnings thereon. The Escrow Account shall be invested in
securities maturing or callable at the option of the holder on such dates and
bearing interest at such rates as shall be required to provide sufficient funds,
together with any cash or other funds retained in the Escrow Account, to pay
when due the interest to accrue on each Bond to and including August 1, 1995
(Redemption Date), and to pay when due on the Redemption Date the principal
amount of each of the Refunded Bonds then outstanding. From the Escrow
Account there shall be paid (i) all interest paid on, or to be paid on, or to accrue
on, the Bonds to and including the Redemption Date, and (ii) the principal of the
Refunded Bonds due by reason of redemption on the Redemption Date. The
Escrow Account shall be irrevocably appropriated to the payment of the
principal of and interest on the Bonds until the proceeds of the Bonds therein are
applied to prepayment of the Refunded Bonds. The moneys in the Escrow
Account shall be used solely for the purposes herein set forth and for no other
purpose, except that any surplus in the Escrow Account may be remitted to the
City, all in accordance with the Escrow Agreement (hereafter defined) by and
between the City and the Escrow Agent. Any moneys remitted to the City upon
termination of the Escrow Agreement shall be deposited in the Debt Service
Account.
(b) Debt Service Account. To the Debt Service Account there is hereby
pledged and irrevocably appropriated and there shall be credited: (I) any balance
remitted to the City upon the termination of the Escrow Agreement; (ii) any
balance remaining on August 2, 1995 in the Debt Service Fund created by the
City Council resolution authorizing the issuance and sale of the Refunded Bonds
(Prior Resolution); (iii) any collections of all taxes hereafter levied for the
payment of the Bonds and interest thereon; (iv) all investment earnings on funds
in the Debt Service Account: (v) tax increments resulting from increases in the
taxable value of real property in Tax Increment Financing District No. 1 in the
City pledged to repayment of the Refunded Bonds in the Prior Resolution; (vi)
accrued interest (if any) received upon delivery of the Bonds to the extent not
required to fund the Escrow Account; and (vii) any and all other moneys which
are properly available and are appropriated by the City Council to the Debt
Service Account. The amount of any surplus remaining in the Debt Service
Account when the Bonds and interest thereon are paid may be used as provided in
Section 475.61, Subdivision 4 of the Act.
4.02. Use of Funds. The moneys in the Debt Service Account must be used
solely to pay the principal of and interest on the Bonds or any other bonds hereafter
issued and made payable from the Fund. No portion of the proceeds of the Bonds may
be used directly or indirectly to acquire higher yielding investments or to replace
funds which were used directly or indirectly to acquire higher yielding investments,
except (I) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount
not greater than the lesser of five percent of the proceeds of the Bonds or $100,000.
To this effect, any proceeds of the Bonds any any sums from time to time held in the
Fund (or any other City account which will be used to pay principal and interest to
become due on the Bonds) in excess of amounts which under the applicable federal
arbitrage regulations may be invested without regard as to yield may not be invested
at a yield in excess of the applicable yield restrictions imposed by the arbitrage
regulations on such investments after taking into account any applicable temporary
periods or minor portion made available under the federal arbitrage regulations. In
addition, the proceeds of the Bonds and money in the Fund may not be invested in
obligations or deposits issued by, guaranteed by or insured by the United States or any
agency or instrumentality thereof if and to the extent that such investment would
cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the Code).
4.03. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full
faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged.
If the balance in the Escrow Account or Debt Service Account is ever insufficient to
pay all principal and interest then due on the Bonds and any other bonds payable
therefrom, the deficiency shall be promptly paid out of monies in the general fund of
the City which are available for such purpose, and such general fund may be
reimbursed with or without interest from the Escrow Account or Debt Service Account
when a sufficient balance is available therein.
4.04. No Tax Levy. It is determined that estimated collection of tax increments
for the payment of principal and interest on the Bonds after the Redemption Date 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. -
4.05. Fi1in . The Manager is authorized and directed to file a certified copy of
this resolution with the County Auditor of Carver County and the Director of Property
Taxation of Hennepin County and to obtain the certificate required by Section 475.63
of the Act.
4.06. Prior Resolution Pledges. The pledges and covenants of the City made by
the Prior Resolution relating to the tax increments and improvements financed by the
Bonds and the Refunded Bonds are restated and confirmed in all respects. The
provisions of the Prior Resolution are hereby supplemented to the extent necessary to
give full effect to the provisions of this resolution.
Section 5. Refunding: Findings: Redemption of Refunded Bonds.
5.01. As of the date of delivery of and payment for the Bonds the proceeds of
the Bonds (Proceeds), in the amount of $ 2.657.478.751ess necessary expenses of the
issuance of the Bonds, together with other funds (Funds) in the amount of
-o- are hereby pledged and appropriated and shall be deposited in the
Escrow Account.
5.02. It is hereby found and determined that the Proceeds and Funds available
and appropriated to the Escrow Account will be sufficient, together with the
permitted earnings on the investment of the Escrow Account, to pay at maturity or
redemption all of the principal of and redemption premium (if any) on the Refunded
Bonds.
5.03. Securities purchased from the monies in the Escrow Account shall be
limited to securities specified in Section 475.67, Subdivision 8 of the Act. Securities
purchased for the Escrow Account shall be purchased simultaneously with the delivery
of and payment for the Bonds. The Mayor and Manager are authorized and directed to
purchase such securities.
5.04. The Refunded Bonds maturing on February 1, 1996 and thereafter shall be
redeemed and prepaid on the Redemption Date. The Refunded Bonds shall be
redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in the form of Notice of Call for Redemption attached
hereto as Attachment A which terms and conditions are hereby approved and
incorporated herein by reference. The Manager is hereby authorized and directed to
forthwith publish the Notice of Call for Redemption in a publication qualified under
Section 475.54 of the Act and to send written notices of call to the paying agent for
the Refunded Bonds, provided that published notice alone shall be effective.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds,
the Mayor and the Manager are hereby authorized and directed to execute on behalf of
the City an escrow agreement (Escrow Agreement) with the Escrow agent in
substantially the form now on file with the Manager. All essential terms and
conditions of the Escrow Agreement including payment by the City of reasonable
charges for the services of the Escrow Agent, are hereby approved and adopted and
made a part of this resolution, and the City covenants that it will promptly enforce all
provisions thereof in the event of default thereunder by the Escrow Agent.
5.06. Defeasance. When all Bonds and all interest thereon, have been discharged
as provided in this paragraph, all pledges, covenants and other rights granted by this
resolution to the holders of the Bonds shall cease, except that the pledge of the full
faith and credit of the City for the prompt and full payment of the principal of and
interest on the Bonds "shall remain in full force and effect. The City may discharge all
Bonds which are due on any date by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full; if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a sum
sufficient for the payment thereof in full with interest accrued tot he date of such
deposit. The City may also at any time discharge and defense the Bonds in their
entirety by complying with the provisions of Section 475.67 of Minnesota Statutes,
except that the funds deposited in escrow in accordance with said provisions may (to
the extent permitted by law) but need not be, in whole or in part, proceeds of bonds as
therein provided without the consent of any Bondholders.
Section 6. Authentication of Transcript.
6.01. 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, shall be deemed representations of the City as to the facts stated therein.
6.02. 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.
•
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to
taxation under the Internal Revenue Code of 1986, as amended (the Code), and the
Treasury Regulations promulgated thereunder, in effect at the time of such actions,
and that it will take or cause its officers, employees or agents to take, all affirmative
action within its power that may be necessary to ensure that such interest will not
become subject to taxation under the Code and applicable Treasury Regulations, as
presently existing or as hereafter amended and made applicable to the Bonds.
7.02. (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, and the rebate of excess investment earnings to the
United States if the Bonds (together with other obligations reasonably expected to be
issued in calendar year 1990) exceed the small- issuer exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the
federal arbitrage rebate requirements, the City finds, determines and declares
that the aggregate face amount of all tax - exempt bonds (other than private
activity bonds) issued by the City (and all subordinate entities of the City) during
the calendar year in which the Bonds are issued and outstanding at one time is
not reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(C) of the Code.
7.03. 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.
7.04. In order to qualify the Bonds as "qualified tax - exempt obligations" within
the meaning of Section 265(b)(3) of the Code, the City makes the follow -ing factual
statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141
of the Code;
(b) the City hereby designates the Bonds as "qualified tax- exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(e) the reasonably anticipated amount of tax- exempt obligations (other
than private activity bonds, treating qualified 501(c)(3) bonds as not being
private activity bonds) which will be issued by the City (and all subordinate
entities of the City) during calendar year 1990 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 1990 have been designated for purposes of Section 265(b)(3) of the
Code.
•
•
7.05. The City shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this
section.
The motion for the adoption of the foregoing resolution was duly seconded by
Member Workman , and upon vote being taken thereon, the
following voted in favor thereof: All members present
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
•
•
STATE OF MINNESOTA )
)
COUNTIES OF CARVER AND HENNEPIN ) SS.
)
CITY OF CHANHASSEN )
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 regular
meeting of the City Council of the City held on March 6, 1990 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 $ 2.685.000 General
Obligation Tax Increment Refunding Bonds, Series 1990A of the City.
WITNESS My hand officially as such Manager and the corporate seal of the City
this S- day of March, 1990.
(SEAL)
zo. cpa,A,
City Manager
Chanhassen, Minnesota
•
a
NOTICE OF CALL FOR REDEMPTION
ATTACHMENT A
$5,184,620.60 GENERAL OBLIGATION REFUNDING TAX INCREMENT BONDS OF 1983
CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Chanhassen, Carver and Hennepin Counties, Minnesota, there have been called for
redemption and prepayment on
August 1, 1995
all outstanding bonds of the City designated as General Obligation Refunding Tax
Increment Bonds of 1983, dated August 17, 1983, having stated maturity dates of
February 1 and August 1 in the years 1996 through 1999, and with the following CUSIP
numbers:
Year of Maturity CUSIP Numbers
The bonds are being called at a price of par to August 1, 1995, on which date all
interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of
First Trust National Association, (successor to First Trust Company of St. Paul) in the
City of St. Paul, Minnesota, on or before . August 1, 1995.
Dated: March 5, 1990.
Further Information:
Springsted, Incorporated
85 East Seventh Place
Suite 100
St. Paul, Minnesota 55101
Telephone: (612) 223 -3035
BY ORDER OF THE CITY COUNCIL
By /s/ Donald Ashworth
City Manager
City of Chanhassen, Minnesota