90-146 B
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Resolution No. 90-1468
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 City Council of the
City of Chanhassen, Minnesota, was duly held in the City Hall in said City on Monday,
November 5, 1990, commencing at 7:30 p.m.
The following members were present: Mayor Chmiel and council members Dimler,
Johnson and Workman
and the following were absent: None
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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 $830,000 General Obligation Water
Revenue Bonds, Series 1990C, 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 financial 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:
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SPRINGSTED
PUBLIC FINANCE ADVISORS
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500 Elm Grove Road
Suite 101, P.O. Box ~
Elm Grove, WI 53122-0037
(414) 782-8222
Fax: (414) 782-2904
85 East Seventh Place
Suite 100
Saint Paul, MN 55101-2143
(612) 223-3000
Fax: (612) 223-3002
135 North Pennsylvania Street
Suite 2015
Indianapolis, IN 46204-2498
(317) 684-6000
Fax: (317) 684-6004
2739 Second Avenue S.E.
Cedar Rapids, IA 52403-1434
(319) 383-2221
Fax: (319) 363-6999
512 Nicollet Mall
Suite 550
Minneapolis, MN 55402-1017
(612) 333-9177
Fax: (612) 333-2363
6800 College Boulevard
Suite 600
Overland Park, KS 66211
(913) 345-8062
Fax: (913) 345-1770
$830,000
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBUOAnON WATER REVENUE BONDS, SERIES 19900
AWARD:
FBS INVESTMENT SERVICES, INC.
NORWEST INVESTMENT SERVICES, INCORPORATED
And Associates
SALE: November 5, 1990 Moody'. Rating: Baa
Interest Net Interest
Bidder Rate. Price Cost 81 Rate
e=BS INVESTMENT SERVICES, INC. 6.00% , 1992-1993 $823,152.50 $287,873.33
NORWEST INVESTMENT SERVICES, 6.10% 1994 (6.5599%)
INCORPORATED 6.20% 1995
Marquette Bank Minneapolis, N.A. 6.30% 1996
Moore, Juran and Company, 6.40% 1997
Incorporated 6.50% 1998
6.60% 1999
DAIN BOSWORTH INCORPORATED 6.00% 1992 $819,223.00 $293,975.33
MERRILL LYNCH CAPITAL MARKETS 6.10% 1993 (6.69902%)
MILLER, JOHNSON AND KUEHN, INC. 6.20% 1994
6.30% 1995
6.40% 1996
6.50% 1997-1998
6.60% 1999
CRONIN & COMPANY, INCORPORATED 6.00% 1992 $821,285.00 $294,065.00
Juran & Moody, Incorporated 6.10% 1993 (6.7010%)
Miller & Schroeder Financial, Incorporated 6.20% 1994
Park Investment Corporation 6.30% 1995
6.40% 1996
6.50% 1997
6.60% 1998
6.70% 1999
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After due consideration of the bids, Member Johnson then introduced the following
resolution and moved its adoption:
RESOLUTION NO. 1468
A RESOLUTION AWARDING THE SALE OF $830,000 GENERAL
OBLIGATION WATER REVENUE BONDS,
SERIES 1990C; 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 $830,000
General Obligation Water Revenue Bonds, Series 1990C (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 $823,152.50 plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
e Year of Maturity Interest Rate Year of Maturity Interest Rate
1992 6.0096 1996 6.3096
1993 6.00 1997 6.40
1994 6.10 1998 6.50
1995 6.20 1999 6.60
Net effective interest rate: 6.559996
1.02. The sum of $4,552.50 being the amount bid by the Purchaser in excess of
$818,600 will be credited to the Debt Service Fund hereinafter created. The City Treasurer
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 shall forthwith issue and sell the Bonds in the total principal amount
of $830,000, originally dated December 1, 1990, in the denomination of $5,000 each or any
integral multiple thereof, numbered No. R-I, 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
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1992
1993
1994
1995
$55,000
$75,000
$90,000
$100,000
1996
1997
1998
1999
$110,000
$120,000
$135,000
$145,000
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1.04. Optional Redemption. The City may elect on February 1, 1997 and on any date
thereafter to prepay Bonds maturing on or after February 1, 1998. Redemption may be in
whole or in part of the Bonds subject to prepayment and in such order of maturity as the
City may determine. 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.
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 interest 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 will be payable on February 1 and August 1
of each year, commencing August 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.
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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) Exchan~e 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.
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(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 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 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.
(1) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a
copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not
less than 30 days prior to the date fixed for redemption to the registered owner of each
Bond to be redeemed at the address shown on the registration books kept by the Registrar
and by publishing the notice 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,
National Association, Minneapolis, 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
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
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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 Treasurer must transmit to the Registrar moneys
sufficient for the payment of all principal and interest then due.
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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 Treasurer 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.
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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 WATER REVENUE BOND, SERIES 1990C
Rate
Maturity
96
February 1, _
No. R-
e Registered Owner:
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Date of
Original Issue
December 1, 1990
CUSIP
$
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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 the Registered Owner specified
above or registered assigns, the principal sum specified above 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 August 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 Norwest Bank Minnesota, National
Association, Minneapolis, 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, 1997, and on any date thereafter, to prepay Bonds
of this issue maturing on or after February 1, 1998. Redemption may be in whole or in part
of the Bonds subject to prepayment and in such order of maturity as the City may
determine. 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 contained on the reverse hereof have the same
effect as though fully set forth in this place.
This Bond is not valid or obligatory for 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: December _, 1990.
CITY OF CHANHASSEN, MINNESOTA
(facsimile)
City Manager
(facsimile)
Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
NORWEST BANK MINNESOTA,
NATIONAL ASSOCIATION
By
Authorized Representative
Reverse of the Bond
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This Bond is one of an issue in the aggregate principal amount of $830,000 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 November
5, 1990 (the Resolution), for the purpose of providing money to aid in financing various
improvements to the water system of the City, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section
444.075 and the principal hereof and interest thereon are payable primarily from the net
revenues of the water system of the City in a special debt service fund of 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 net revenues 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.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water plant system free
from competition by other like utilities; that adequate insurance on said plant and system
and suitable fidelity bonds on employees will be carried; that proper and adequate books of
account will be kept showing all receipts and disbursements relating to the Water Fund, into
which it will pay all of the gross revenues from the water system; that it will also create
and maintain a General Obligation Water Revenue Bonds, Series 1990C Debt Service Fund,
into which it will pay, out of the net revenues from the water system a sum sufficient to pay
principal hereof and interest thereon when due; and that it will provide, by ad valorem tax
levies, for any deficiency in required net water system revenues.
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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 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.)
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 Custodian
(Cust~ (Minor)
TEN ENT - as tenants
by entireties
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts or
Transfers to Minors
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 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 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 information
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 shall obtain a copy of the proposed approving legal opinion of
Holmes & Graven, Chartered, Minneapolis, Minnesota, which shall 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 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.
Section 4. Payment: Security: Pledges and Covenants.
4.01. The City will create and continue to operate its Water Fund to which will be
credited all gross revenues of the water system and out of which will be paid all normal and
reasonable expenses of current operations of the water system. Any balance therein are
deemed net revenues and will be transferred, from time to time, to a General Obligation
Water Revenue Bonds, Series 1990C Debt Service Fund (Debt Service Fund) hereby created
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in the Water Fund, which fund will be used only to pay principal of and interest on the Bonds
and any other bonds similarly authorized. There will always be retained in the Debt Service
Fund a sufficient amount to pay principal of and interest on all the Bonds, and the Treasurer
must report any current or anticipated deficiency in the Debt Service Fund to the City
Council. There is 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. The City Council covenants and agrees with the holders of the Bonds that so
long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the
following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water system
as public utilities and conveniences free from competition of other like utilities and
will cause all revenues therefrom to be deposited in bank accounts and credited to the
water system accounts as hereinabove provided, and will make no expenditures from
those accounts except for a duly authorized purpose and in accordance with this
resolution.
(b) The City will also maintain the Debt Service Fund as a separate account in
the Water Fund and will cause money to be credited thereto from time to time, out of
net revenues from the water in sums sufficient to pay principal of and interest on the
Bonds when due.
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(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and
correct entries as to all transactions relating to the water system and which shall be
open to inspection and copying by any bond holder, or the holder's agent or attorney, at
any reasonable time, and it will furnish certified transcripts therefrom upon request
and upon payment of a reasonable fee therefor, and said account will be audited at
least annually by a qualified public accountant and statements of such audit and
report will be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system
to be bonded in reasonable amounts for the protection of the City and the bondholders
and will cause the funds collected on account of the operations of the water system to
be deposited in a bank whose deposits are guaranteed under the Federal Deposit
Insurance Law.
(e) The Council will keep the water system insured at all times against loss by
fire, tornado and other risks customarily insured against with an insurer or insurers in
good standing, in such amounts as are customary for like plants, to protect the
holders, from time to time, of the Bonds and the City from any loss due to any such
casualty and will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties
with reference to the water system as required by law.
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(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, section 444.075 at the times and in the amounts required to
produce, net revenues adequate to pay all principal and interest when due on the Bonds
and to create and maintain such reserves securing said payments as may be provided
in this resolution.
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(h) The City Council will levy general ad valorem taxes on all taxable property
in the City, when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues for the
payment of principal and interest on the Bonds will produce at least five percent in excess
of the amount needed to meet, when due, the principal and interest payments on the Bonds
and that no tax levy is needed at this time.
4.04. The City Manager is 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 Minnesota Statutes, Section
475.63.
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Section 5. Authentication of Transcript.
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, shall be deemed representations of the
City as to the facts stated therein.
5.02. The Mayor and City Manager are 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 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds
that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations
promulgated thereunder, in effect at the time of such actions, and that it will 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.
6.02. (a) The City shall 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.
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(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.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the
Code.
6.04. 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 following factual statements
and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) 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.
6.05. The City will 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
Dimler, and upon vote being taken thereon, the following voted in favor thereof: all
present
and the following voted against the same: none
whereupon said resolution was declared duly passed and adopted.
12
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ST A TE 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 November 5, 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
I'elate to the issuance and sale of $830,000 General Obligation Water Revenue Bonds Series
1990C of the City.
WITNESS My hand officially as such Manager and the corporate seal of the City this
/S-tll day of AJ~, 1990.
(SEAL)
<Q (kSiAJ
City Manager
Chanhassen, Minnesota
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