2002-27EXTRACT OF MINUTES OF A MEETING OF THE
• CITY COUNCIL OF THE CITY OF
CHANHASSEN, MINNESOTA
HELD: February 25, 2002
Pursuant to due call, a regular meeting of the City Council of the City of Chanhassen,
Carver and Hennepin Counties, Minnesota, was duly held at the City Hall on June 19, 2002, at
7:00 P.M., for the purpose, in part, of considering proposals for, and awarding the sale of,
$6,095,000 General Obligation Library Bonds, Series 2002A.
The following members were present: Mayor Jansen, Councilman Ayotte, Councilman
Boyle, Councilman Labatt
and the following were absent: Councilman Peterson
Member Boyle introduced the following resolution and moved its adoption:
• RESOLUTION NO. 2002-27
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
$6,095,000 GENERAL OBLIGATION LIBRARY BONDS,
SERIES 2002A AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the City of Chanhassen, Minnesota (the "City"), held a special
election on September 12, 2000, at which the electorate approved the acquisition and betterment
of a building and to be used as a public library and for ancillary and related purposes in the City
(the "Project") and its financing in an amount not to exceed $6,000,000; and
B. WHEREAS, the City Council has heretofore determined and declared that it is
necessary and expedient to issue $6,095,000 General Obligation Library Bonds, Series 2002A
(the 'Bonds" or, individually, a "Bond"), pursuant to Minnesota Statutes, Chapter 475, to finance
the cost of the Project; and
C. WHEREAS, the City has retained Ehlers and Associates, Inc., in Roseville,
Minnesota ("Ehlers"), as its independent financial advisor for the competitive negotiated sale of
• the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance
1378893vl
with Minnesota Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds
have been solicited by Ehlers; and
D. WHEREAS, the proposals set forth on Exhibit A attached hereto were received
by the City Manager, or designee, at the offices of Ehlers at 11:00 A.M., this same day pursuant
to the Terms of Proposal established for the Bonds; and
E. WHEREAS„ it is in the best interests of the City that the Bonds be issued in
book -entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of
Chanhassen, Minnesota, as follows:
1. Acceptance of Proposal. The proposal of U.S. Bancorp Piper Jaffray and
Associates (the 'Purchaser"), to purchase the Bonds in accordance with the Terms of Proposal, at
the rates of interest hereinafter set forth, and to pay therefor the sum of $6,018,910.02, plus
interest accrued to settlement, is hereby found, determined and declared to be the most favorable
proposal received and is hereby accepted and the Bonds are hereby awarded to the Purchaser.
The City Manager is directed to retain the deposit of the Purchaser and to forthwith return to the
unsuccessful bidders their good faith checks and drafts.
2.
Bond Terms.
(a)
Title; Original Issue Date; Denominations; Maturities; Term Bond Option. The
Bonds shall be dated March 1,
2002, as the date of original issue and shall be issued forthwith on
or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward in
the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the
"Authorized Denominations").
The Bonds shall mature on February 1 in the years and amounts
as follows:
Year
Amount
Year Amount Year Amount
2003
$135,000
2010 $260,000 2017 $365,000
2004
205,000
2011 275,000 2018 380,000
2005
215,000
2012 285,000 2019 405,000
2006
220,000
2013 300,000 2020 425,000
2007
230,000
2014 315,000 2021 445,000
2008
240,000
2015 330,000 2022 470,000
2009
250,000
2016 345,000
All dates are inclusive.
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
• 2
1378893v1
. principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
(b) Book Entry Onlv Svstem. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the 'Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under paragraphs 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) in the name of
CEDE & CO., as the nominee (it or any nominee of the existing or a successor
Depository, the "Nominee").
(iii) With respect to the Bonds neither the City nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
• institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the 'Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City, nor the Bond Registrar, shall have
any such responsibility or obligation with respect to (A) the accuracy of the records of the
Depository, the Nominee or any Participant with respect to any ownership interest in the
Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than
the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository assigns its consenting or voting
rights to certain Participants to whose accounts the Bonds are credited on the record date
identified in a listing attached to the omnibus proxy.
(iv) The City and the Bond Registrar may treat as and deem the Depository to
be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of
redemption and other matters with respect to the Bonds, for the purpose of obtaining any
consent or other action to be taken by Holders for the purpose of registering transfers
• with respect to such Bonds, and for all purpose whatsoever. The Bond Registrar, as
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1378893x1
• paying agent hereunder, shall pay all principal of and premium, if any, and interest on the
Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and
all such payments shall be valid and effective to fully satisfy and discharge the City's
obligations with respect to the principal of and premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 hereof,
references to the Nominee hereunder shall refer to such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book -entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book -entry Depository for the
Bonds, collectively hereinafter referred to as the "Letter of Representations").
• (vii) All transfers of beneficial ownership interests in each Bond issued in
book -entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the City or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such
consent or other action; provided, that the City or the Bond Registrar may establish a
special record date for such consent or other action. The City or the Bond Registrar shall,
to the extent possible, give the Depository notice of such special record date not less than
15 calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
hereof, make a notation of the reduction in principal amount on the panel provided on the
• Bond stating the amount so redeemed.
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1378893v1
• (c) Termination of Book -Entry Only System. Discontinuance of a particular
Depository's services and termination of the book -entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the City and discharging its
responsibilities with respect thereto under applicable law. The City may terminate the
services of the Depository with respect to the Bond if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book -entry transfers through the Depository is not in the best interests of the
City or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository is willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the City, is
willing and able to assume such functions upon reasonable or customary terms, or if the
City determines that it is in the best interests of the City or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register in the name of the
Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 11 hereof. To the extent that
the Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10 hereof, the Bonds will be delivered to the Beneficial Owners.
• (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 hereof.
is
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose. The Bonds shall provide funds to finance the Project. The total cost of
the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is
estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed
with due diligence to completion. The City covenants that it shall do all things and perform all
acts required of it to assure that work on the Project proceeds with due diligence to completion
and that any and all permits and studies required under law for the Project are obtained.
1378893v1
E
• 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2002,
calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Interest Maturity Interest
Year Rate Year Rate
2003 1.55% 2013 4.25%
2004 2.20% 2014 4.40%
2005 2.70% 2015 4.50%
2006 3.00% 2016 4.55%
2007 3.35% 2017 4.60%
2008 3.55% 2018 4.65%
2009 3.75% 2019 4.70%
2010 3.90% 2020 4.75%
2011 4.00% 2021 4.80%
2012 4.125% 2022 4.85%
5. Redemption. All Bonds maturing in the years 2013 to 2022 both inclusive, shall
be subject to redemption and prepayment at the option of the City on August 1, 2012, and on any
date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of
• the Bonds subject to prepayment. If redemption is in part, the maturities and the principal
amounts within each maturity to be redeemed shall be determined by the City; and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be
prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for
redemption shall be due and payable on the redemption date, and interest thereon shall cease to
accrue from and after the redemption date. Mailed notice of redemption shall be given to the
paying agent and to each affected registered holder of the Bonds at least thirty (30) days prior to
the date fixed for redemption.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
City or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the
City and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly
authorized in writing) and the City shall execute (if necessary) and the Bond Registrar shall
is 6
1378893v1
. authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds
having the same stated maturity and interest rate and of any Authorized Denomination or
Denominations, as requested by the Holder, in aggregate principal amount equal to and in
exchange for the unredeemed portion of the principal of the Bond so surrendered.
•
•
6. Bond Registrar. U.S. Bank National Association, in Saint Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith.
The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is
duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12 of this
resolution.
7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
13788930
7
•
•
•
UNITED STATES OF AMERICA
STATE OF MINNESOTA
CARVER AND HENNEPIN COUNTIES
CITY OF CHANHASSEN
GENERAL OBLIGATION LIBRARY BOND, SERIES 2002A
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE
March 1, 2002
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
DOLLARS
The City of Chanhassen, Carver and Hennepin Counties, Minnesota (the "Issuer"),
certifies that it is indebted and for value received promises to pay to the registered owner
specified above, or registered assigns, in the manner hereinafter set forth, the principal amount
specified above, on the maturity date specified above, unless called for earlier redemption, and to
pay interest thereon semiannually on February I and August 1 of each year (each, an "Interest
Payment Date"), commencing August 1, 2002, at the rate per annum specified above (calculated
on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has
been provided for. This Bond will bear interest from the most recent Interest Payment Date to
which interest has been paid or, if no interest has been paid, from the date of original issue
hereof. The principal of and premium, if any, on this Bond are payable upon presentation and
surrender hereof at the principal office of U.S. Bank National Association (the 'Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or 'Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next preceding such Interest
Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be
payable to the person who is the Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder hereof at the close of business on a date (the "Special
Record Date") fixed by the Bond Registrar whenever money becomes available for payment of
the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. [So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of
principal of, premium, if any, and interest on this Bond and notice with respect thereto
1378800
• shall be made as provided in the Letter of Representations, as defined in the Resolution,
and surrender of this Bond shall not be required for payment of the redemption price upon
a partial redemption of this Bond. Until termination of the book -entry only system
pursuant to the Resolution, Bonds may only be registered in the name of the Depository or
its Nominee.]*
•
•
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
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 its Mayor and its City Manager, the corporate seal of the Issuer having been
intentionally omitted as permitted by law.
hereof.
1378893v1
Include only until termination of the book -entry only system under paragraph 2
E
• Date of Registration: Registrable by: U.S. BANK NATIONAL ASSOCIATION
•
C,
J
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
Payable at: U.S. BANK NATIONAL ASSOCIATION
CITY OF CHANHASSEN,
CARVER AND HENNEPIN COUNTIES,
MINNESOTA
/s/ Facsimile
Mayor
/s/ Facsimile
City Manager
U.S. BANK NATIONAL ASSOCIATION,
Saint Paul, Minnesota,
Bond Registrar
By
Authorized Signature
1378893v1
10
0 ON REVERSE OF BOND
Redemption. All Bonds of this issue (the "Bonds") maturing in the years 2013 to 2022,
both inclusive, are subject to redemption and prepayment at the option of the Issuer on August 1,
2012, and on any date thereafter at a price of par plus accrued interest. Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and
if only part of the Bonds having a common maturity date are called for prepayment, the specific
Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption date, and interest thereon shall
cease to accrue from and after the redemption date. Mailed notice of redemption shall be given
to the paying agent and to each affected Holder of the Bonds at least thirty (30) days prior to the
date fixed for redemption.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
• than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's
attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond
Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new
Bond or Bonds having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by the Holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
•
Issuance; Pumose; General Obligation. This Bond is one of an issue in the total principal
amount of $6,095,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, which Bond has been issued pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a
resolution adopted by the City Council of the Issuer on February 25, 2002 (the "Resolution"), for
the purpose of providing money to finance the cost of the acquisition and betterment of a
building and to be used as a public library and for ancillary and related purposes in the City, all
as approved by the voters at the September _, 2000, election. This Bond is payable out of the
General Obligation Library Bonds, Series 2002A Fund of the Issuer. This Bond constitutes a
general obligation of the Issuer, and to provide moneys for the prompt and full payment of its
principal, premium, if any, and interest when the same become due, the full faith and credit and
taxing powers of the Issuer have been and are hereby irrevocably pledged.
13788930
11
• Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully
registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner and subject to the limitations
provided in the Resolution. Reference is hereby made to the Resolution for a description of the
rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal
office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized
Denomination or Denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
• Treatment of Rep-istered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
C]
Authentication. This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security unless the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Oualified Tax -Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
1378893v1
12
•
ABBREVIATIONS
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 the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform Transfers to Minors 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
Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond
on the books kept for the registration thereof, 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 or any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad -15(a)(2).
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
13
13788930
[Use only for Bonds when they are
Registered in Book Entry Only System]
VEIVA810W&T61 I., W Dili M 0
This Bond has been prepaid in part on the date(s) and in the amount(s) as follows:
AUTHORIZED SIGNATURE
DATE AMOUNT OF HOLDER
•
8. Execution; Temporary Bonds. The Bonds shall be printed (or, at the request of
the Purchaser, typewritten) and shall be executed on behalf of the City by the signatures of its
Mayor and City Manager and be sealed with the seal of the City; provided, however, that the seal
of the City may be a printed (or, at the request of the Purchaser, photocopied) facsimile; and
. provided further that both of such signatures may be printed (or, at the request of the Purchaser,
14
1378893v1
• photocopied) facsimiles and the corporate seal may be omitted on the Bonds as permitted by law.
In the event of disability or resignation or other absence of either officer, the Bonds may be
signed by the manual or facsimile signature of an officer who may act on behalf of the absent or
disabled officer. In case either officer whose signature or facsimile of whose signature shall
appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature
or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer
had remained in office until delivery. The City may elect to deliver, in lieu of printed definitive
bonds, one or more typewritten temporary bonds in substantially the form set forth above, with
such changes as may be necessary to reflect more than one maturity in a single temporary bond.
Such temporary bonds may be executed with photocopied facsimile signatures of the Mayor and
City Manager. Such temporary bonds shall, upon the printing of the definitive bonds and the
execution thereof, be exchanged therefor and canceled.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the City on each Bond by execution of the Certificate of Authentication
on the Bond and, by inserting as the date of registration in the space provided, the date on which
the Bond is authenticated, except that for purposes of delivering the original Bonds to the
Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue,
• which date is March 1, 2002. The Certificate of Authentication so executed on each Bond shall
be conclusive evidence that it has been authenticated and delivered under this resolution.
10. Reizistration; Transfer; Exchange. The City will cause to be kept at the principal
office of the Bond Registrar a bond register in which, subject to such reasonable regulations as
the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds
and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9) of, and deliver, in the name of the designated transferee
or transferees, one or more new Bonds of any Authorized Denomination or Denominations of a
like aggregate principal amount, having the same stated maturity and interest rate, as requested
by the transferor; provided, however, that no Bond may be registered in blank or in the name of
"bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any Authorized
Denomination or Denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the
is
Holder making the exchange is entitled to receive.
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• All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly canceled by the Bond Registrar and thereafter disposed of as directed by the City.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the City evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the Holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the City contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates. The City Manager is hereby
authorized to negotiate and execute the terms of said agreement.
11. Rights Upon Transfer or Exchansie. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
• and to accrue, which were carried by such other Bond.
12. Interest Pavment, Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on the fifteenth (15th) day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten (10) days prior
to the Special Record Date.
13. Treatment of Reizistered Owner. The City and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 above) on, such Bond and for all other purposes whatsoever whether
or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected
by notice to the contrary.
0
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1378893v1
• 14. Deliverv; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price,
and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Library Bonds, Series 2002A Fund" (the "Fund"), to be administered and
maintained by the Finance Director as a bookkeeping account separate and apart from all other
accounts maintained in the official financial records of the City. The Fund shall be maintained in
the manner herein specified until all of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund two (2) separate accounts, to be designated the
"Construction Account" and 'Debt Service Account", respectively.
(a) Construction Account. To the Construction Account there shall be credited the
proceeds of the sale of the Bonds, less accrued interest received thereon, less any amount paid
for the Bonds in excess of $5,997,480 and less capitalized interest in the amount of $
(together with interest earnings thereon and subject to such other adjustments as are appropriate
to provide sufficient funds to pay interest due on the Bonds on or before , 20_).
From the Construction Account there shall be paid all costs and expenses of making the Project,
including the cost of any construction contracts heretofore let and all other costs incurred and to
be incurred of the kind authorized in Minnesota Statutes, Section 475.65. The moneys in the
Construction Account shall be used for no other purpose except as otherwise provided by law;
provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest
• on the Bonds due prior to the anticipated date of commencement of the collection of taxes herein
levied or covenanted to be levied; and provided further that if upon completion of the Project
there shall remain any unexpended balance in the Construction Account, the balance shall be
transferred by the Council to the Debt Service Account.
(b) Debt Service Account. There are hereby pledged and there shall be credited to
the Debt Service Account: (i) all accrued interest received upon delivery of the Bonds; (ii) any
amount paid for the Bonds in excess of $5,997,480; (iii) capitalized interest in the amount of
$ (together with interest earnings thereon and subject to such other adjustments as
are appropriate to provide sufficient funds to pay interest due on the Bonds on or before
20_);(iv) collections of all taxes herein or hereafter levied for the payment of the
Bonds and interest thereon; (v) all funds remaining in the Construction Account after completion
of the Project and payment of the costs thereof; (vi) all investment earnings on moneys held in
the Debt Service Account; and (vii) any and all other moneys which are properly available and
are appropriated by the governing body of the City to the Debt Service Account. The Debt
Service Account shall be used solely to pay the principal and interest and any premiums for
redemption of the Bonds and any other general obligation bonds of the City hereafter issued by
the City and made payable from the Debt Service Account as provided by law.
No portion of the proceeds of the Bonds shall 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 (1) for a reasonable temporary period until such proceeds are
• needed for the purpose for which the Bonds were issued, and (2) in addition to the above in an
13788930 17
• amount not greater than five percent (5%) of the proceeds of the Bonds. To this effect, any sums
from time to time held in the Construction Account or Debt Service Account (or any other City
fund or account which will be used to pay principal or interest to become due on the bonds
payable therefrom) in excess of amounts which under then applicable federal arbitrage
regulations may be invested without regard as to yield shall not be invested at a yield in excess of
the applicable yield restrictions imposed by said 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
Construction Account or Debt Service Account shall 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 federal Internal Revenue Code of 1986, as amended
(the "Code").
16. Tax Levv; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Year of Tax Levv Year of Tax Collection Amount
(See attached Levy Schedule)
is The tax levies are such that if collected in full they, together with estimated collections of
other monies herein pledged for the payment of the Bonds, will produce at least five percent
(5%) in excess of the amount needed to meet when due the principal and interest payments on
the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and
unpaid, provided that the City reserves the right and power to reduce the levies in the manner and
to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3.
17. Defeasance. When all Bonds have been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with
respect to any Bonds which are due on any date by irrevocably depositing with the Bond
Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with the Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit. The City may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by depositing
with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full,
provided that notice of redemption thereof has been duly given. The City may also at any time
discharge its obligations with respect to any Bonds, subject to the provisions of law now or
hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a
suitable banking institution qualified by law as an escrow agent for this purpose, cash or
• securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest
18
1378893v1
• payable at such times and at such rates and maturing on such dates as shall be required, without
regard to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if
notice of redemption as herein required has been duly provided for, to such earlier redemption
date.
18. Compliance With Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the City's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
City to reimburse itself for any expenditure which the City paid or will have paid prior to the
Closing Date (a "Reimbursement Expenditure").
The City hereby certifies and/or covenants as follows:
(a) Not than 60 days after the date of payment of a Reimbursement Expenditure, the
City (or person designated to do so on behalf of the City) has made or will have made a written
declaration of the City's official intent (a "Declaration") which effectively (i) states the City's
reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure
out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of
the property, project or program to which the Declaration relates and for which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
• (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the City for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for
the Project, defined in the Reimbursement Regulations to include engineering or architectural,
surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not
exceed 20% of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or 5% of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
(c) The "reimbursement allocation" described in the Reimbursement Regulations for
each Reimbursement Expenditure shall and will be made forthwith following (but not prior to)
the issuance of the Bonds and in all events within the period ending on the date which is the later
of three years after payment of the Reimbursement Expenditure or one year after the date on
which the Project to which the Reimbursement Expenditure relates is first placed in service.
(d) Each such reimbursement allocation will be made in a writing that evidences the
City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30
days after the Bonds are issued, shall be treated as made on the day the Bonds are issued.
• 19
1378893x1
Provided, however, that the City may take action contrary to any of the foregoing covenants in
this paragraph 19 upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect
that such action will not impair the tax-exempt status of the Bonds.
19. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described to:
(a) Provide or cause to be provided to each nationally recognized municipal securities
information repository ("NRMSIR") and to the appropriate state information depository ("SID"),
if any, for the State of Minnesota, in each case as designated by the Commission in accordance
with the Rule, certain annual financial information and operating data in accordance with the
Undertaking. The City reserves the right to modify from time to time the terms of the
Undertaking as provided therein.
(b) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
Municipal Securities Rulemaking Board ("MSRB") and (ii) the SID, notice of the occurrence of
certain material events with respect to the Bonds in accordance with the Undertaking.
(c) Provide or cause to be provided, in a timely manner, to (i) each NRMSIR or to the
• MSRB and (ii) the SID, notice of a failure by the City to provide the annual financial information
with respect to the City described in the Undertaking.
•
(d) The City agrees that its covenants pursuant to the Rule set forth in this paragraph
and in the Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and City Manager of the City, or any other officer of the City authorized to
act in their place with "Officers" are hereby authorized and directed to execute on behalf of the
City the Undertaking in substantially the form presented to the City Council subject to such
modifications thereof or additions thereto as are (i) consistent with the requirements under the
Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
20. General Obligation P1ed2e. 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 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 any other funds
of the City which are available for such purpose, and such other funds may be reimbursed with
or without interest from the Debt Service Account when a sufficient balance is available therein.
13788930
►.1
• 21. Certificate of Reizistration. The City Manager is hereby directed to file a certified
copy of this resolution with the County Auditor of Carver and Hennepin Counties, Minnesota,
together with such other information as the Auditor shall require, and to obtain from each of the
County Auditors' their certificate that the Bonds have been entered in the County Auditors' Bond
Registers, and that the tax levy required by law has been made.
22. Records and Certificates. The officers of the City are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the City relating to the
Bonds and to the financial condition and affairs of the City, and such other affidavits, certificates
and information as are required to show the facts relating to the legality and marketability of the
Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the City as to the facts recited therein.
23. Negative Covenant as to Use of Bond Proceeds and Proiect. The City hereby
covenants not to use the proceeds of the Bonds or to use the Project, or to cause or permit them
to be used, or to enter into any deferred payment arrangements for the cost of the Project, 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.
24. Tax -Exempt Status of the Bonds; Rebate; Elections. The City shall comply with
• requirements necessary under the Code to establish and maintain the exclusion from gross
income under Section 103 of the Code of the interest on the Bonds, including without limitation
(1) requirements relating to temporary periods for investments, (2) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment
earnings to the United States. The City expects to satisfy the twenty-four (24) month
expenditure exemption for gross proceeds of the Bonds as provided in Section 1.148-7(e)(1) of
the Regulations. If any elections are available now or hereafter with respect to arbitrage or
rebate matters relating to the Bonds, the Mayor, Manager, or either of them, are hereby
authorized and directed to make such elections as they deem necessary, appropriate or desirable
in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as,
elections of the City.
25. Desimation of Oualified Tax -Exempt Obligations. In order to qualify the Bonds
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
City hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
0 21
1378893x1
• (d) 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 entities treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2002 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2002 have been designated for purposes of Section 265(b)(3) of the Code. The City shall
use its best efforts to comply with any federal procedural requirements which may apply in order
to effectuate the designation made by this paragraph.
26. Payment of Issuance Expenses. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust Company,
Minneapolis, Minnesota on the closing date for further distribution as directed by the City's
financial advisor, Ehlers.
27. Severabilitv. If any section, paragraph or provision of this resolution shall be held
to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
28. Heading_ s. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
• The motion for the adoption of the foregoing resolution was duly seconded by member Labatt
and, after a full discussion thereof and upon a vote being taken thereon, the following voted in
favor thereof:
n
Mayor Jansen, Members Ayotte, Boyle, and Labatt
and the following voted against the same: None
Whereupon the resolution was declared duly passed and adopted.
1378893x1
22
• STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNPIN
CITY OF CHANHASSEN
I, the undersigned, being the duly qualified and acting City Manager of the City of
Chanhassen, Minnesota, DO HEREBY CERTIFY that I have compared the attached and
foregoing extract of minutes with the original thereof on file in my office, and that the same is a
full, true and complete transcript of the minutes of a meeting of the City Council, duly called and
held on the date therein indicated, insofar as such minutes relate to considering proposals for,
and awarding the sale of, $6,095,000 General Obligation Library Bonds, Series 2002A of the
City.
WITNESS my hand this 25`h day of Februa 2002.
• Cty Manager R
•
1378893vl
23
• EXHIBIT A
Proposals
[to be supplied by Ehlers]
0
• A-1
1378893x1