89-135 B
~es. g~- (35'6
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Extract of Minutes of Meeting
of the City Council of the City of
Chanhassen, Carver and Hennepin Counties, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City
Council of the City of Chanhassen, Minnesota, was duly held in the City Hall in
said City on Monday, December 4, 1989, commencing at 7:30 P.M.
The following members were present:
& Mayor D. Chmiel
u. Dimler, J. Johnson, T. Workman
and the following were absent:
W. Boyt
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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 $725,000 General
Obligation Taxable Tax Increment Bonds Series 1989B, 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
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After due consideration of the bids, Member
Workman
then
introduced the following resolution and moved its adoption :
RESOLUTION NO. 89-135B
A RESOLUTION AWARDING THE SALE OF $725,000
GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS,
SERIES 1989B;
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 Miller. Johnson & Kuehn. Inc. (Purchaser) to
purchase $725,000 General Obligation Taxable Tax Increment Bonds, Series 1989B
(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 adver-
tised notice of sale and is accepted, the bid being to purchase the Bonds at a
price of $720.650.00 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Year of Maturity Interest Rate
1992 8.00%
1993 8.10%
1994 8.20%
1995 8.20%
Net effective interest rate: 8.3175%
1.02. The sum of $ 5.075.00 being the amount bid by the Purchaser in
excess of $715,575 will be credited to the Debt Service Fund hereinafter creat-
ed. 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 Ci ty will forthwith issue and sell the Bonds in the total
principal amount of $725,000, originally dated December. 1, 1989, in the denomi-
nation of $5,000 each or any integral multiple thereof, numbered No. R-l,
upward, bearing interest as above set forth, and which mature serially on
February 1 without option of prior payment in the years and amounts as follows:
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Year Amount Year Amount
-
1992 $ 75,000 1994 $200,000
1993 150,000 1995 300,000
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 February 1 and Augu~t 1
of each year, commencing August 1, 1990, 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 Regis-
trar 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 Bon~s 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 exe-
cuted 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
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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.
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. (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 furnish-
ing 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.
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2.04. Appointment of Initial Registrar. The City appoints
Norwest Bank Minnesota. N .A. , Minneanol i!:; Minnesota, as the
initial Registrar. The Mayor aud 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
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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 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 exec~ted
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 obli-
gated 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 TAXABLE TAX INCREMENT BOND, SERIES 1989B
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Rate
Maturity
Date of
Original Issue
December 1, 1989
CUSIP
No.
$
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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
or registered assigns, the principal sum of $ on the maturity date
specified above without option of prior payment, 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, 1990, 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 t~e 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.
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 Ghanhassen, 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
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[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $725,000
all of like original issue date and tenor, except as to number, maturity date,
and interest rate, all issued pursuant to a resolution adopted by the City
Council on December 4, 1989 (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 Minne-
sota Statutes, Sections 469.001 through 469.047, and the principal hereof and
interest hereon are payable primarily from tax increments resulting from in-
creases in taxable" value of real property in the Tax Increment Financing Dis-
trict within the Proj ect 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 additional 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.
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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.
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.
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(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:
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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.
ASSIGNMENT
unto
thereunder,
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.
and
does
e 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.
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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 certifi-
cate in the name of the City upon receipt of such opinion and to file the
opinion in the City offices.
Section 4. Payment: Security.
4.01. The Bonds are payable from the General Obligation Taxable Tax
Increment Bonds Series 1989B Debt Service Fund (Debt Service Fund) hereby
created, and tax increments (Tax Increments) received by the City from the Tax
Increment Financing District within the Redevelopment 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 Treasurer
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
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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.
4.03. The City Manage. is authorized and directed to file a certified copy
of this resolution with the County Auditor of Carver County and Director of
Property Taxation of Hennepin County and to obtain the certificates required by
Minnesota Statutes, Section 475.63.
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, may be deemed representations
of the City as to the facts stated therein.
5.02. The Mayor and City Manager are hereby authorized and directe4 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 Memb er
Dimler
, 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.
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STATE OF MINNESOTA
)
)
) 55.
)
)
)
COUNTIES OF CARVER
AND HENNEPIN
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 Monday, December 4, 1989
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 $725,000 General Obligation Taxable Tax Increment Bonds Series 1989B of the
City.
WITNESS My hand officially as such Manager and the corporate seal of the
e City this Lji!1 day of December, 1989.
/./1 Q(},_~
Ci.ty Manager
Chanhassen, Minnesota
(S EAt)
.
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