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86-48 e e e . . ~ R~(~-f i 7)^ 3lc-lfg EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF CHANHASSEN COUNTIES OF CARVER AND HENNEPIN, 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 the City of Chanhassen, on Monday, July 21, 1986, commencing at 7:30 o'clock p.m., C.T. The following members of the Council were present: Hamilton, Swenson, Watson, Geving and Horn. and the following were absent: None *** *** *** The Mayor announced that the meeting was convened for the consider- ation of the bids which had been received for the purchase of the City's $195,000 General Obligation Equipment Certificates of Indebtedness of 1986, as advertised for sale. The City Manager presented affidavits showing publication of notice of sale in the City's official newspaper and in Connnercial West, a financial paper published in Minneapolis, Minnesota, which affidav-l.ts were examined, found satisfactory and ordered placed on file. The City Manager presented a tabulation of the bids which had been re- ceived in the manner specified in the Official Notice of Sale of the Bonds. The bids were as follows: e e e After due consideration of bids, Member Horn introduced the following resolution and moved its adoption: RESOLUTION NO. 86- 48 RESOLUTION AWARDING THE SALE OF $195,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS OF 1986; FIXING THE FORM AND SPECIFICATIONS THEREOF; 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. Findings. 1.01. The City is authorized by Minnesota Statutes Section 412.301 (Act) to issue and sell its certificates of indebtedness on such terms and in such manner as the City determines to provide funds to finance the purchase of items of capital equipment, subject to certain limitations contained in the Act. 1.02. It is hereby determined that the City is in need of vari- ous items of capital equipment (Equipment), which items and the estimated cost thereof, are listed on Exhibit 1, attached hereto and made a part hereof. It is declared to be the intention of this Council to purchase the items of Equipment for the estimated costs listed on Exhibit 1, but this Council reserves the right to substitute other items of Equipment for those listed when, in its judgment, such factors as availability of the Equip- ment, competitive bidding considerations, and the desirability of obtaining alternate Equipment so dictate. 1.03. It is further found and determined as required by the Act that the principal amount of Bonds to be issued will not exceed one percent of the assessed valuation of taxable property of the City. 1.04. The CiLY shall therefore issue and sell its General Obligation Equipment Certificates of Indebtedness of 1986 (Certificates) pursuant to the Act to finance the purchase of the Equipment. Section 2. Sale of Certificates. 2.01. The bid of : Marcotte, Hume & Associates, Inc.* (Purchaser), to purchase the Certificates is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice of sale and shall be and is hereby accepted, such bid being to purchase the Certificates at a price of $192,094.50 plus accrued interest to date of delivery, for Certif- icates bearing interest at the following rates of interest: *Bid Tabulation attached as Exhibit 2 e Year of Maturity Interest Rate Per Annum 1988 5.25 % 1989 5.70 1990 6.00 1991 6.20 The Mayor and City Manager, are directed to enter into a purchase contract for the Certificates with the Purchaser. The Treasurer is directed to deposit the good faith check of the Purchaser on behalf of the City pending completion of the sale and delivery of the Certificates, and to return the checks of the unsuccessful bidders forthwith. The sum of $ 897.50 being the amount bid in excess of $191,197 shall be credited to the Debt Service Fund created by Section 4. 2.02. The City shall forthwith issue and sell the Certificates in the principal amount of $195,000, dated July 1, 1986, the Certificates being numbered No. 1 upwards, in the denomination of $5,000 each or any integral multiple thereof, bearing interest as above set forth, and which Certificates mature serially on January 1 in the years and amounts as follows: YEAR AMOUNT e 1988 1989 1990 1991 $ 45,000 50,000 50,000 50,000 The City may elect on January 1, 1990 and any interest payment date thereafter, to prepay in whole or in part in inverse order of maturity. certificates due on or after January 1, 1991 at a price of par plus accrued interest. If prepayment is in part the specific certificates to be prepaid will be selected by lot by the Registrar. Section 3. Form: Execution. 3.01. Registered Form. The Certificates shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Certificate, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. e 3.02. Dates; Interest Payment Dates. Each Certificate shall be dated as of the last interest payment date preceding the date of authenti- cation to which interest on the Note 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 Certificate 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 Certificate shall be dated as of the date of original issue. The interest on the Certificates shall be payable on e January 1 and July 1 in each year, commencing January 1, 1987, 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. 3.03. Registration. The City shall appoint, and shall maintain, a Certificate 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 shall be as follows: (a) Register. The Registrar shall keep at its principal corpo- rate trust office a Certificate register in which the Registrar shall provide for the registration of ownership of Certificates and the registration of transfers and exchanges of Certificates entitled to be registered, transferred or exchanged. (b) Transfer of Certificates. Upon surrender for transfer of any Certificate 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 shall authenticate and deliver, in the name of the designat- ed transferee or transferees, one or more new Certificates of a like aggregate principal amount and maturity, as requested by the transfer- or. 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. e (c) Exchange of Certificates. Whenever any Certificates are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Certificates of a like aggregate principal amount and maturity, as requested by the regis- tered owner or the owner's attorney in writing. (d) Cancellation. All Certificates surrendered upon any trans- fer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Certificate is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Certificate or separate instrument of transfer. is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. e (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Certificate is at any time registered in the Certificate register as the absolute owner of such Certificate, whether such Certificate shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Certificate and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy the discharge the liability upon such Certificate to the extent of the sum or sums so paid. e (g) Taxes, Fees and Charges. For every transfer or exchange of Certificates, 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 such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Certificates. In case any Certificate shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Certificate of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Certificate or in lieu of and in substitution for any such Certificate destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Regis- trar in connection therewith; and, in the case of a Certificate destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory / to it that such Certificate was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Regis- trar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Certificates so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Certificate has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Certificate prior to payment. e (i) 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 regis- tration books kept by the Registrar and by publishing said notice in the manner required by law. Failure to give such notice by publica- tion or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. All Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemp- tion are on deposit with the place of payment at that time. e 3.04. Appointment of Initial Registrar. The City hereby appoints Fi rst Trust Company, Inc. , of St. Paul ,Minnesota, as the initial Registrar. The Mayor and the 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 shall be 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 shall deliver all cash and Certificates in its possession to the successor Registrar and shall deliver the Certificate register to the successor e e e Registrar. On or before each principal or interest due date, without further order of this Council, the Treasurer shall transmit to the Regis- trar moneys sufficient for the payment of all principal and interest then due. 3.05. Execution, Authentication and Delivery. The Certificates shall be prepared under the direction of the Manager and shall be 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 shall appear on the Certificates shall cease to be such officer before the delivery of any Certificate, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Certificate shall 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 such Certificate has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Certificates need not be signed by the same representative. The executed certificate of authentication on each Certificate shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Certifi- cates have been so prepared, executed and authenticated, the Treasurer shall deliver the same to the Purchaser thereof upon payment of the pur- chase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the applica- tion of the purchase price. 3.06. Form of Certificates. The Certificates shall be printed in substantially the following form: e [Face of the Certificate] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF CARVER AND HENNEPIN CITY OF CHANHASSEN GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS OF 1986 Rate Maturity Date of Original Issue CUSIP July 1, 1986 No. $ The City of Chanhassen, 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 e or registered assigns, without option of prior payment, the principal sum of THOUSAND DOLLARS ($ ,000) on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable January 1 and July 1 in each year, commencing January 1, 1987, to the person in whose name this Certificate is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presenta- tion and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by in , Minnesota, as Certificate Registrar and Paying 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' irrevoca- bly pledged. The City may elect on January 1, 1990 and any interest payment date thereafter, to prepay in whole or in part in inverse order of maturity, certificates due on or after January 1, 1991 at a price of par plus accrued interest. If prepayment is in part the specific certificates to be prepaid will be selected by lot by the Registrar. Additional provisions of this Certificate are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place. e This Certificate shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution e e e until the Certificate of Authentication hereon shall have been executed by the Certificate 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 Certificate to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Certificate 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 Certificates delivered pursuant to the Resolu- tion mentioned within. By Authorized Representative [Reverse of the Certificate] This Certificate is one of an issue in the aggregate principal amount of $195,000, all of like date and tenor, except as to serial number, maturity, interest rate, and redemption privilege, issued pursuant to a resolution adopted by the City Council on July 21, 1986 (the Resolution), for the purpose of providing money to defray the expenses incurred and to be incurred in purchasing various items of capital equipment, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Section 412.301, but constitutes a general obligation of the City and, to provide moneys for the prompt and full payment of said principal and interest as the same become due, the full faith and credit of the City is hereby irrevocably pledged, and the City Council has duly levied ad valorem taxes on all taxable property in the City and will levy additional ad valorem taxes, if required for such purpose, which taxes may be levied on all of the taxable property in the City without limitation as to rate or amount. The Certificates of this series are issued only as fully registered Certificates in denominations of $5,000 or any integral multiple thereof, of single maturities. e As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City at the principal office of the Certificate Registrar, by the regis- tered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of trans- fer satisfactory to the Certificate Registrar, duly executed by the regis- tered owner or the owner's attorney; and may also be surrendered in ex- change for Certificates of other authorized denominations. Upon such transfer or exchange the City will cause a new Certificate or Certificates 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 Certificate Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Certificate Registrar shall be affected by any notice to the contrary. e 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 Certificate 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 Certificate does not cause the indebtedness of the City to exceed any constitutional or statutory limita- tion of indebtedness. (Form of certificate to be printed on the reverse side of each Certif- icate, 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 Certificate counsel on the issue of Certificates of the City of Chanhassen, Minnesota, which includes the within Certificate, dated as of the date of delivery of and payment for the Certificates. (Facsimile Signature) City Manager e The following abbreviations, when used in the inscription of the face of this Certificate, shall be construed as though they were written out in full according to applicable laws or regulations: e e e TEN COM -- as tenants in common UNIF GIFT MIN ACT (Cust) Custodian (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts 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 For value received, the undersigned hereby sells, assigns and transfers unto the within Certificate and all rights thereun- der, and does hereby irrevocably constitute and appoint attorney to transfer the said Certificate on the books kept for registration of the within Certificate, 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 Certificate in every particular, with- out a1teration.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 Certificate Registrar will not effect transfer of this Certificate unless the information concerning the assignee requested below is provided. e e e . . Name and Address: (Include information for all joint owners if this Certificate is held by joint account.) Please insert social security or other identifying number of assignee 3.07. The Manager shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Professional Association, Minneapolis, Minnesota, which shall be complete except as to dating thereof and shall if requested by the Purchaser cause the opinion to be printed on each Certificate, together with a certificate to be signed by the facsimile signature of the Manager in substantially the form set forth in the form of Certificate. 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. Security. 4.01. There is hereby created a separate debt service fund (Fund) for the Certificates, which shall be used for no other purposes than to pay principal of and interest on the Certificates, provided that if any payment of principal or interest shall become due when there is not suffi- cient money in the Fund to pay the same, the Treasurer shall pay such principal or interest from the general fund of the City and the general fund shall be reimbursed for such advances out of moneys appropriated by the City Council for such purpose. 4.02. For the purpose of paying the principal of and interest on the Certificates, there is hereby levied upon all of the taxable property in the City a direct annual irrepealable ad valorem tax, which shall be spread upon the tax rolls and collected with and as part of other general taxes of the City and shall be credited to the Fund, which tax is in the years and amounts as follows (the years shown are years of levy for taxes collectible during the following year): YEAR 1986 1987 1988 1989 LEVY $59,128 61,898 58,905 55,755 e A certified copy of this resolution shall be delivered to the County Auditors of Carver and Hennepin Counties in order to obtairt the certificate required by Minnesota Statutes, Section 475.63. Section 5. Transcript: Miscellaneous: Tax Covenant. 5.01. The officers of the City are hereby authorized and direct- ed to prepare and furnish to the Purchaser and to the attorneys approving the Certificates, certified copies of proceedings and records of the City relating to the Certificates 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 Certificates and such instruments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 5.02. The Mayor, City Manager and Treasurer are hereby author- ized and directed to certify that they have examined the Official Statement dated June 16, 1986, prepared and circulated in connection with the issu- ance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is, as of the date thereof, a complete and accurate representation of the facts and representations made therein as it relates to the City. e 5.03. The City hereby covenants and agrees with the holders from time to time of the Certificates 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 Certificates to become subject to taxation under Internal Revenue Code of 1954, 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 actions 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 Certificates. e 5.04. Pending the preparation of definitive Certificates, the Mayor and Manager may execute, authenticate and deliver a temporary Certif- icate or Certificates which are printed, lithographed, typewritten, mimeo- graphed, or otherwise produced, in any denomination~ substantially of the tenor of the definitive Certificates in lieu of which they are issued, in registered form, and with such appropriate insertions, omissions, substitu- tions and other variations as the officers executing such Certificate or Certificates may determine, as evidenced by their signing of such Certifi- cate or Certificates. If a temporary Certificate or Certificates are issued, the City shall cause definitive Certificates to be prepared without unreasonable delay. After the preparation of definitive Certificates, the temporary Certificate or Certificates shall be exchangeable for definitive Certificates upon surrender of the temporary Certificate or Certificates at the principal office of the Registrar, without charge to the holder. Upon surrender for cancellation of anyone or more temporary Certificates the City shall execute and the Registrar shall authenticate and deliver in exchange therefor a like principal amount of definitive Certificates of e e e authorized denominations. Until so exchanged the temporary Certificate or Certificates shall in all respects be entitled to the same benefits under this Resolution as definitive Certificates, and interest thereon, when and as payable, shall be paid to the holders of temporary Certificates upon presentation thereof for notation of such payment thereon. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Watson , and upon vote being taken thereon, the following voted in favor thereof: Hamilton, Swenson, Geving, Watson and Horn. and the following voted against: None whereupon said resolution was declared duly passed and adopted. e EXHIBIT 1 LIST OF CAPITAL EQUIPMENT 1985 Utility Vacuum Truck 1985 Rear Mount Paver 1985 Fire Tanker Truck 1985 Sedan 1986 Dump Truck 1986 Commercial Lawn Mower e e e e e . . Exhibit 2 A. K. MERRY & COMPANY, INC. 2025 Sloan Place St. Paul, MN 55117 612/772-7466 TABULATION OF BIDS City of Chanhassen, Minnesota $195,000 G.O. Equipment Certificates of Indebtedness of 1986 Sale Date: 7:30 P.M., Monday, July 21,1986 Moody's Rating: Baa Bidder Marcotte Hume & Associates, Inc., Manager Purchase Price: $192,094.50 Net Interest Cost: $38,024.24 Net Effective Interest Rate: 6.4176% Coupons 5.25% - 1988 5.70% - 1989 6.00% - 1990 6.20% - 1991 ----------------------------------------------------------------------------------- Bidder First Nat'l Bank of Mpls., Co-Manager Merrill-Lynch Capital Markets Group, Co-Mgr. Norwest Securities, Co-Manager Cronin & Co., Inc. Juran & Moody, Inc. Miller Securities, Inc. John Nuveen & Co., Inc. F & M Marquette National Bank Moore, Juran & Co. In Association With: Dain Bosworth, Inc., Co-Manager 1st 'Nat" Bank of St. Paul, Co-Mgr. Paine Webber, Inc., Co-Manager Pi per Jaffray & Hopwood, Inc., Cci-Mgr. Allison Williams Company Robert W. Baird & Co., Inc. Dean Witter ReynoldS Robert S.C. Peterson, Inc. Purchase Price: $191,587.50 Net Interest Cost: $38,706.25 Net Effective Interest Rate: 6.5327% Coupons 5.25% - 1988 5.75% - 1989 6.00% - 1990 6.25% - 1991 , . . e STATE OF MINNESOTA ) ) COUNTIES OF CARVER ) SS. AND HENNEPIN ) ) CITY OF CHANHASSEN ) I, the undersigned, being the duly qualified and acting Manager . of the City of Chanhassen, Minnesota do hereby certify that I have careful- ly compared the attached and foregoing extract of minutes of a regular meeting of the City Council held on Monday, July 21, 1986, with the origi- nal thereof on file in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of $195,000 General Obligation Equipment Certificates of Indebtedness of Series 1986 of the City. WITNESS My hand as Manager and the corporate seal of the City e this 6r..n... day of A~r"'(1 .. , 1986. 4 ,Ql. 0 City Manager City of Chanhassen, Minnesota (SEAL) e