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1j Set Date to Sell 1998 Bonds i. Y- CITY OF CHANHASSEN MEMORANDUM 70 City Center Drive, PO Box 147 Chanhassen, Minnesota 55317 Phone 612.937.1900 General FfIX 612.937.5739 Engineering FfIX 612.937.9152 )ublic 5aftty FfIX 612.934.2524 Wi-b www.ci.chanhassen.mn.us TO: Don Ashworth, City Manager FROM: Pam Snell, Finance Director ~Si DATE: April 22, 1998 SUBJ: Approve Bond Sale Date Staff requests approval to establish May 26, 1998 for sale of 1998 bonds. $4,970,000 General Obligation Park Bonds, Series 1998 A $1,325,000 General Obligation Improvement Bonds, Series 1998 B $820,000 General Obligation Water Revenue Bonds, Series 1998 C A Council work session is scheduled for May 2151 with David MacGillivray with Springsted, Inc. to review these issues. . City ofChill/htlSst1l. A growing community with clean lakes, quality schools, a charming downtown, thriving businesses, and beautiful parks. A y,reat place to live, work, and play. ..:r: 470 Pillsbury Center 200 South Sixth Street Minneapolis MN 55402 (612) 337-9300 telephone (612) 337-9310 fax e-mail: atrys@kennedy-graven.com RECr.~~.n:~n to_;:.t::\if ~,..:-4; Kennedy fl, !} f) {'; F:d L'" C" 1qC'>0, ..... ~.......' . err':' ('- ' - --~.~ CHARTER ED CHERYL A. WILLEY Paralegal Direct Dial (612) 337-9235 April 21, 1998 Mr. Don Ashworth City Manager City of Chanhassen P.O. Box 147 Chanhassen, Minnesota 55317 Re: $4,970,000 General Obligation Park Bonds, Series 1998A $1,325,000 General Obligation ImprovementBonds, Series 1998B $820,000 General Obligation Water Revenue Bonds, Series 1998C City of Chanhassen, Minnesota Dear Mr. Ashworth: Enclosed are copies of the extract of minutes providing for the issuance and sale of the above bond issues for the City Council meeting on Monday, April 27, 1998. If you have any questions, please contact David Kennedy or myself. Yours trUly, (~"t~{, /{Jjwy Cheryl A. Willey (/ Paralegal caw Enclosures cc: Springsted Incorporated WK141971 CH135-29 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, Carver and Hennepin Counties, Minnesota, was held at the City Hall in the City on Monday, April 27, 1998, commencing at P.M. The following members of the Council were present: and the following were absent: *** *** *** The following resolution was presented by Member who moved its adoption: RESOLUTION NO. RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $4,970,000 GENERAL OBLIGATION PARK BONDS, SERIES 1998A BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota (City) as follows: 1. It is hereby determined that: (a) at a duly called and regularly held special election on June 14, 1997, the voters of the City approved the issuance and sale by the City of $4,900,000 general obligation bonds of the City pursuant to Minnesota Statutes Chapter 475 (Act); DJK141949 CH135-29 (b) the purpose of the bonds as approved by the voters is to provide financing for the acquisition and betterment of City park, trail, and open space recreational facilities (Project): Proiect Designation & Description: Total Proiect Cost Referendum Amount Allowance for Discount Bidding Total Issue $4,900,000 70.000 $4,970,000 (c) it is necessary and expedient to the sound financial management of the affairs of the City to issue $4,970,000 General Obligation Park Bonds, Series 1998A (Bonds) to provide financing for the Project. 2. To provide financing for the Project, the City will therefore issue and sell its Bonds in the amount of $4,900,000. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $70,000. The excess of the purchase price of the Bonds over the sum of $4,900,000 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds. The Bonds will be issued, sold and delivered in accordance with the terms of the following Official Terms of Proposal: DJK141949 CH135-29 ..-.... - / THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $4,970,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION PARK BONDS, SERIES 1998A (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2002 2003 2004 $225,000 $255,000 $315,000 2005 2006 2007 $615,000 $680,000 $755,000 2008 2009 2010 $835,000 $920,000 $370,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be - i - registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the acquisition and betterment of City park, trail, and open space recreational facilities. TYPE OF PROPOSALS Proposals shall be for not less than $4,900,000 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $49,700, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. - ii - AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (Hi) reject any proposal which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be . " subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. - iii - OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 200 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27, 1998 BY ORDER OF THE CITY COUNCIL /s/ Donald W. Ashworth City Manager - iv- 3. Springsted Incorporated is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 6:30 p.m. on Tuesday, May 26, 1998, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon the following members voted in favor of the motion: and the following voted against: whereupon the resolution was declared duly passed and adopted. DJK141949 CH135-29 STATE OF MINNESOTA ) ) COUNTIES OF CARVER AND HENNEPIN ) ) CITY OF CHANHASSEN ) I, the undersigned, being the duly qualified and acting City Manager of the City of Chanhassen, Minnesota, 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, April 27, 1998, 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 $4,970,000 General Obligation Park Bonds, Series 1998A of the City. WITNESS My hand as City Manager and the corporate seal of the City this _ day of , 1998. City Manager City of Chanhassen, Minnesota (SEAL) DJK141949 CH135-29 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, Carver and Hennepin Counties, Minnesota, was held at the City Hall in the City on Monday, April 27, 1998, commencing at _ o'clock _.M. The following members of the Council were present: and the following were absent: * * * * * * * * * The following resolution was presented by Councilmember who moved its adoption: RESOLUTION NO. RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,325,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1998B BE IT RESOLVED By the City Council of the City ofChanhassen, Carver and Hennepin Counties, Minnesota (City) as follows: 1. It is hereby determined that: (a) the following assessable public improvements (the Improvements) have been made, duly ordered or contracts let for the construction thereof, by the City pursuant to the provisions of Minnesota Statutes, Chapter 429 (Act); DJK141950 CH135-29 Proiect Designation & Description: Total Proiect Cost Project Costs Costs of Issuance Discount (1.0%) Less: Investment Earnings Total $1,300,000 16,780 13,250 (5.030) $1,325,000 (b) it is necessary and expedient to the sound financial management of the affairs of the City to issue $1,325,000 General Obligation Improvement Bonds, Series 1998B (Bonds) pursuant to the Act to provide financing for the Improvements. 2. To provide financing for the Improvements, the City will issue and sell Bonds in the amount of $1,311,750. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $13,250. The excess of the purchase price of the Bonds over the sum of $1,311,750 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal: DJK141950 CH135-29 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS Will BE RECEIVED ON THE FOllOWING BASIS: TERMS OF PROPOSAL $1,325,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1998B (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul. Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: .' 2000 $170,000 2001 $180,000 2002 $175,000 2003 $170,000 2004 $165,000 2005 $160,000 2006 $155,000 2007 $150,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("OTC"), New York. New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners, The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. - i - REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2005, and on any day thereafter, to prepay Bonds due on or after February 1, 2006. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments against benefited property. The proceeds will be used to finance improvements within the City. TYPE OF PROPOSALS Proposals shall be for not less than $1,311,750 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $13,250, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (Hi) reject any proposal which the City determines to have failed to comply with the terms herein. - ii - BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT . Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. " CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT . The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. . . The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any '. - iii - underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27, 1998 BY ORDER OF THE CITY COUNCIL Isl Donald W. Ashworth City Manager - iv- 3. Springsted Incorporated is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 6:30 o'clock P.M. on Tuesday, May 26, 1998, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon the following members voted in favor of the motion: and the following voted against: whereupon the resolution was declared duly passed and adopted. . . :4 " .. DJK141950 CH135-29 STATE OF MINNESOTA ) ) ) ) ) COUNTIES OF CARVER AND HENNEPIN CITY OF CHANHASSEN I, the undersigned, being the duly qualified and acting City Manager of the City of Chanhassen, Minnesota, 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, April 27, 1998, 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 $1,325,000 General Obligation Improvement Bonds, Series 1998B of the City. WITNESS My hand as City Manager and the corporate seal of the City this _ day of , 1998. City Manager City of Chanhassen, Minnesota (SEAL) DJK141950 rJ..f1 ~C;_?Q 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, Carver and Hennepin Counties, Minnesota, was held at the City Hall in the City on Monday, April 27, 1998, commencing at _ o'clock _oM. The following members of the Council were present: i4 and the following were absent: .. *** *** *** .. The following resolution was presented by Councilmember who moved its adoption: RESOLUTION NO. .. .. RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $820,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1998C .. BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota (City) as follows: 1. It is determined that: .. (a) the City engineer has recommended the construction of varIOUS improvements to the City's water utility (Project). .. .. (b) the City is authorized by Minnesota Statutes, Section 444.075 (Act) to finance all or a portion of the cost of the Project (Project Costs) by the issuance of general obligation bonds of the City payable from the net revenues of the water system. The Project Costs are presently estimated by the engineer to be as follows: DJK141953 rH'~'i-2q Proiect Designation & Description Total Proiect Cost Total Project Costs Costs of Issuance Allowance for Discount Less: Investment Earnings Total Bond Issue $800,000 14,040 10,250 (4.290) $820,000 (c) it is necessary and expedient to the sound financial management of the affairs of the City to issue $820,000 General Obligation Water Revenue Bonds, Series 1998C (Bonds) pursuant to the Act to provide financing for the Project. 2. In order to provide financing for the Project, the City will therefore issue and sell Bonds in the amount of $809,750. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $10,250. The excess of the purchase price of the Bonds over the sum of $809,750 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on the additional Bonds. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal: DJK141953 - :- THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WilL BE RECEIVED ON THE FOllOWING BASIS: TERMS OF PROPOSAL $820,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1998C (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2000 $35,000 2001 $55,000 2002 $75,000 2003 2004 2005 $85,000 $85,000 $90,000 2006 2007 $90,000 $95,000 2008 2009 $105,000 $105,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), - I - New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be. redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge net revenues of the City's water utility. The proceeds will be used to finance construction of improvements to the City's water utility. TYPE OF PROPOSALS Proposals shall be for not less than $809,750 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $8,200, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. - ii - AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the - iii - Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27 I 1998 BY ORDER OF THE CITY COUNCIL Isl Donald W. Ashworth City Manager - iv- 3. Springsted Incorporated is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 6:30 o'clock P.M. on Tuesday, May 26, 1998, to consider proposals on the Bonds and take other appropriate action with respect to the Bonds. 4. In the resolution awarding the sale of the Bonds the City Council will set forth the covenants and undertakings required by the Act. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon the following members voted in favor of the motion: and the following voted against: whereupon the resolution was declared duly passed and adopted. DJK141953 CH135-29 STATE OF MINNESOTA ) ) COUNTIES OF CARVER AND HENNEPIN ) ) CITY OF CHANHASSEN ) I, the undersigned, being the duly qualified and acting City Manager of the City of Chanhassen, Minnesota, 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, April 27, 1998, 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 $820,000 General Obligation Water Revenue Bonds, Series 1998C of the City. WITNESS My hand as City Manager and the corporate seal of the City this _ day of , 1998. City Manager City of Chanhassen, Minnesota (SEAL) DJK141953 CH135-29 Recommendations For City of Chanhassen, Minnesota $4,970,000 General Obligation Park Bonds, Series 1998A $1,325,000 General Obligation Improvement Bonds, Series 1998B $820,000 General Obligation Water Revenue Bonds, Series 1998C Presented to: Mayor Nancy Mancino Members, City Council Mr. Donald W. Ashworth, City Manager Ms. Pam Snell, Finance Director City of Chanhassen P.O. Box 147 690 Coulter Drive Chanhassen, MN 55317-0147 SPRINGS TED Public Finana Advisors Study No.: C023612J2K2 SPRINGSTED Incorporated April 22, 1998 ~ RECOMMENDA TIONS Re: Recommendations for the Issuance of: $4,970,000 General Obligation Park Bonds, Series 1998A (the "Series 1998A Bonds") $1,325,000 General Obligation Improvement Bonds, Series 1998B (the "Series 1998B Bonds") $820,000 General Obligation Water Revenue Bonds, Series 1998C (the "Series 1998C Bonds") Proceeds of the Series 1998A Bonds are being issued pursuant to the City's park referendum held June 14, 1997. City voters authorized the financing of $4,900,000 for the acquisition and betterment of park, trail and open space recreational facilities by a vote of 1,142 (yes) to 707 (no). Proceeds of the Series 1998B Bonds will be used to finance street and utility improvements for Phase I of Gateway West. Proceeds of the Series 1998C Bonds will be used to finance two water utility projects, the construction of Well #8 and construction of a new water storage tank. The City is proceeding with the sale of the three above-mentioned issues on May 26, 1998. In addition to these three issues, we recommend the City sell three additional series of general obligation tax increment bonds within 30 days of the May 26, 1998 sale date. We do not believe it is in the City's best interest to competitively sell all six issues in a single day. We feel the City will benefit from more competitive bidding if the six issues are sold on two separate days. By leaving up to a month between the two sale dates, the purchasers of the first three series of bonds should have sufficient time to place all of the first three series of bonds with investors prior to the sale of the second series of bonds. The City does incur an element of market risk due to this separation. To mitigate this, we will attempt to sell the second series as soon as possible. We recommend the following for the Bonds: 1. Action Requested To establish the date and time of receiving bids and establish the terms and conditions of the offering. 2. Sale Date and Time Tuesday, May 27, 1998 at 10:30 A.M., with award by the City Council at 6:30 P.M. the same day. 3. Authority and Purpose for the Bond Issue All series of Bonds are being issued pursuant to Minnesota Statutes, Chapter 475. In addition: the Series 1998A Bonds are being issued pursuant to a voter referendum held June 14, 1997; the Series 1998B Bonds are being issued pursuant to Minnesota Statutes, Chapter 429; and the Series 1998C Bonds are being issued City of Chanhassen, Minnesota April 22, 1998 pursuant to Minnesota Statutes, Chapter 444. Proceeds of the Series 1998A Bonds will finance the acquisition and betterment of park, trail and open space recreational facilities. Proceeds of the Series 1998B and Series 1998C will finance street/utility and water utility projects, respectively. 4. Principal Amount of Offering The Series 1998A Bonds - $4,970,000 The Series 1998B Bonds - $1,325,000 The Series 1998C Bonds - $820,000 5. Repayment Term The first interest payment on all series of Bonds is due February 1, 1999. Principal repayment for the Series 1998A Bonds will be February 1, 2002 through 2010. Principal repayment on the Series 1998B Bonds will be February 1, 2000 through 2007. Principal repayment of the Series 1998C Bonds will be February 1, 2000 through 2009. 6. Source of Payments The Series 1998A Bonds will be paid from general ad valorem tax levies. The City made its first levy for this Issue in 1997 for collection in 1998. The Series 1998B Bonds are expected to be paid 100% from special assessments filed against benefited property. Special assessments are expected to be filed on or before October 1, 1998 for first collection in 1999. The February 1, 1999 interest payment will be made from a temporary transfer of available funds until the receipt of first-half assessment collections in 1999. The Series 1998C Bonds will be paid from net revenues of the City's water utility and tax increment revenues from the City's Tax Increment District No. 6-1. Page 2 City of Chanhassen, Minnesota April 22, 1998 7. Prepayment Provisions 8. Credit Rating Comments 9. Federal Treasury Regulations Concerning Tax-Exempt Obligations (a) Bank Qualification (b) Rebate Requirements The City may elect on February 1, 2006, and on any day thereafter, to prepay the Series 1998A and the Series 1998C Bonds due on or after February 1, 2007. The City may elect on February 1, 2005, and on any day thereafter, to prepay the Series 1998B Bonds due on or after February 1, 2006. All prepayments will be at a price of par plus accrued interest. We recommend the City apply to Standard & Poor's Ratings Services for ratings on these Issues. The City is currently rated "A-" by Standard & Poor's. Under Federal Tax Law, financial institutions cannot deduct from income for federal income tax purposes, income expense that is allocable to carrying and acquiring tax- exempt bonds. There is an exemption to this for "bank qualified" bonds, which can be so designated if the issuer does not issue more than $10 million of tax exempt bonds in a calendar year. Issues that are bank qualified receive slightly lower interest rates than issues that are not bank qualified. Since the City will issue over $10 million in tax-exempt bonds in 1998, these Issues will not be designated as bank qualified. All tax-exempt issues are subject to the federal arbitrage and rebate requirements, which require all excess earnings created by the financing to be rebated to the U.S. Treasury. The requirements generally cover two categories: bond proceeds and debt service funds. There are exemptions from rebate in both of these categories. Bond proceeds, defined generally as both the original principal of the issue and the investment earnings on the principal, have 6, 18 and 24 month spend down exemption periods. If all of the proceeds are expended during one of those exemption periods, the issuer is exempt from rebate and may retain the excess earnings. The City should be aware that this test is an "actual" test, not one of "reasonable expectations" and the Page 3 City of Chanhassen, Minnesota April 22, 1998 (c) Bona Fide Debt Service Fund (d) Economic Life 10. Federal Reimbursement Regulations 11. Continuing Disclosure more complete discussion of rebate is contained in the Arbitrage and Rebate Primer transmitted to your finance staff under separate cover. The City must maintain a bona fide debt service fund for the Bonds or be subject to yield restriction. This requires restricting the investments held in the debt service funds to the yield on the Bonds and/or paying back excess investment earnings in the debt service fund to the federal government. A bona fide debt service fund is a fund for which there is an equal matching of revenue to debt service expense, with carry over permitted equal to the greater of the investment earnings in the fund during that year or 1/12 the debt service of that year. The average life of the Bonds cannot exceed 120% of the economic life of the projects to be financed. The economic life of the various projects is 20 to 40 years. Therefore, the Issues are within the economic life requirements. Federal reimbursement regulations require the City to make a declaration, within 60 days of the actual payment, of its intent to reimburse itself from expenses paid prior to the receipt of bond proceeds. The City should consult with its Bond Council to determine if it has taken the necessary steps to comply with the federal reimbursement regulations in regards to the Bonds. These Issues are subject to the continuing disclosure requirements. The SEC rules require the City to undertake an annual update of its Official Statement information and report any material events to the national repositories. Springsted currently provides continuing disclosure services to the City. We have provided City staff with contract amendments to include these Issues. Page 4 City of Chanhassen, Minnesota April 22, 1998 12. Attachments · The Series 1998A Bonds - Debt Service Schedule · The Series 1998B Bonds - Assessment Income Schedule and Debt Service Schedule · The Series 1998C Bonds - Debt Service Schedule . Terms of Proposal DISCUSSION The Series 1998A Bonds The Series 1998A Bonds represent the entire authorization to be sold under the City's $4,900,000 voter approved referendum for park, open space and trail acquisition. Minnesota Statutes permit the City to issue up to 2% over the voted authorization for purposes of discount bidding. The discount represents the underwriter's profit for buying the bond issue and remarketing the bonds in smaller pieces to investors. The City staff informs us of the need of all of the voted authorization for project costs. Therefore, we have added $70,000, or approximately $14 per $1,000 bond, to the voted authorization for discount bidding purposes. The cash flow schedule for the Series 1998A Bonds is shown on page 7. Columns 3 through 7 show the projected debt service schedule for the Series 1998A Bonds. The repayment of the Series 1998A Bonds has been structured around the City's existing tax supported debt service levy in column 8 and a projected 5% annual increase in the City's market value as shown in column 10. The result is an even tax rate increase over the life of the Series 1998A Bonds as shown in column 12. The City made a levy in 1997 in the amount of $375,000 for this Issue in anticipation the Series 1998A Bonds would be sold in 1997. Because the Series 1998A Bonds are being issued later than anticipated, the interest payment due February 1, 1999 is less than half of the $375,000 originally projected. That portion of the 1997 debt service levy for the Series 1998A Bonds not required to make the February 1, 1999 interest payment will be used to reduce the levy requirement in 1998. A copy of the Official Ballot for the park referendum is shown on page 8. Pursuant to the Official Ballot, the 1997 debt service levy on the Series 1998A Bonds does not exceed $372,295 and the maximum projected debt service levy on the Series 1998A Bonds is estimated to be less than $1,094,213. Furthermore, the maximum property tax levy increase due to the Series 1998A Bonds is estimated to be less than .02% of the taxable market value of the City, assuming a 5% annual increase in the City's market value. The Series 1998B Bonds The proceeds of the Series 1998B Bonds will be used to finance the Phase I Gateway West street and utility improvements which will be 100% assessed against benefited property, including costs of issuance and the allowance for discount bidding. The composition of the Series 1998B Bonds is as follows: Project Costs Costs of Issuance Allowance for Discount Bidding Less: Investment Earnings Total Series 1998A Bonds $1,300,000 6,780 3,250 (5.030) $1,325,000 Page 5 City of Chanhassen, Minnesota April 22, 1998 Page 9 shows the projection of special assessment income. Special assessments totaling $1,325,000 of principal are expected to be filed on or before October 1, 1998 for first collection in 1999. Assessments will be filed over a term of eight years with even annual principal payments, and interest charged on the unpaid balance at a rate of 8.0%. The principal repayment of the Series 1998B Bonds is shown on page 10 and has been structured to blend with the projected assessment income shown on page 9. The first interest payment (February 1, 1999) is due prior to the receipt of special assessments. Therefore, the City will make a temporary transfer of other available funds to make the February 1, 1999 interest payment. Thereafter, each August 1 interest payment will be made from first-half collections of special assessments and each subsequent February 1 principal and interest payment will be made from second-half collections, plus surplus first-half collections. The Series 1998C Bonds Proceeds of the Series 1998C Bonds will be used to finance construction of Well #8 and a new water storage tank. Although net revenues of the City's water utility will be pledged to the repayment of the Series 1998C Bonds, the City expects to repay the water storage tank portion of this Issue primarily with tax increment revenues from the City's Tax Increment District No. 6-1. Therefore, the repayment of the two projects has been structured independently as shown on page 11 of these recommendations. The composition of the total Issue is shown on the bottom of page 11. Columns 3 through 6 on page 11 show that portion of the Series 1998C Bonds that will be used to finance the construction of Well #8. This portion of the Series 1998C Bonds will be paid entirely from net revenues of the City's water utility beginning with the first interest payment due February 1, 1999. Column 6 through 8 show that portion of the Series 1998C Bonds that will be used to finance construction of the new water storage tank. Interest payments due through February 1, 2001 on this portion of the Issue will be paid from the City's Sewer and Water Expansion Fund. Thereafter, the City expects to make each August 1 interest payment from first-half collections of tax increment revenues from the City's Tax Increment District No. 6-1 and each subsequent February 1 principal and interest payment from second-half collections, plus surplus first-half collections. The combined Issue is shown in columns 9 through 12. 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OFFICIAL BALLOT SPECIAL ELECTION CITY OF CHANHASSEN Saturday, June 14, 1997 The City of Chanhassen is askini voter approval to issue and sell its general obligation bonds in an amount not to exceed S4,900,000 to tinance park, open space and trail acquisition. The amount of taxes that would be raised in the first year of the propcny tax levy to pay the principal and interest on the bonds is estimated to be approximately $372,295. The maximum amOunt of taxes that would be raised in any subsequent year for the purpose is estimated to be approximately SI,094,213. This maximum increase in property tax levy is estimated to be approximately .02% of the taxable market value of propeny in the City. SHOULD THE CITY OF CHANHASSEN BE AUTHORIZED TO ISSUE AND SELL ITS GENERAL OBLIGATION BONDS IN AN AMOUNT NOT TO EXCEED $4,900,000 TO FINANCE THE ACQUISITION AND BETTERMENT OF PARK. TRAIL, AND OPEN SP ACE RECREATIONAL FACILITIES? BY VOTING "YES" ON THIS BALLOT QUESTION. YOU ARE VOTING FOR A PROPERTY TAX INCREASE. YES ( ( ) ) NO INSTRUCTIONS TO VOTERS: Voters desiring to vote in favor of the foregoing proposition shall make a cross mark (X) in the square opposite the word YES. Voters desiring to vote against the foregoing proposition shall place a cross mark (X) opposite the word NO. Page 8 CITY OF CHANHASSEN, MINNESOTA G.O. Improvement Bonds, Series 1998B Prepared April 13, 1998 By SPRINGSTED Incorporated PROJECTED ASSESSMENT INCOME Gateway West (Phase I) Filing Date: 10/ 1/1998 Filing Collect Interest Year Year Principal @ 8.000% Total --.....--- --------- -------- 1998 1999 165,625 132,718a 298,343 1999 2000 165,625 92,750 258,375 2000 2001 165,625 79,500 245, 125 2001 2002 165,625 66,250 231,875 2002 2003 165,625 53,000 218,625 2003 2004 165,625 39,750 205,375 2004 2005 165,625 26,500 192, 125 2005 2006 165,625 13,250 178,875 TOTALS 1,325,000 503,718 1,828,718 a) Includes interest from filing date to 12/31/1999. Page 9 CITY OF CHANHASSEN, MINNESOTA Prepared April 13, 1998 G.O. Improvement Bonds, Series 1998B By SPRINGSTED Incorporated Dated: 6- 1-1998 Mature: 2- 1 First Interest: 2- 1-1999 Total Projected Year of Year of Principal 105% Assessment Annual Levy Mat. Principal Rates Interest & Interest of Total Income Surplus ( 1 ) (2) (3 ) (4) (5) (6 ) (7) (8) (9) 1998 2000 170,000 4.20% 98,755 268,755 282, 193 298,343 16, 150 1999 2001 180,000 4.30% 52, 113 232,113 243,719 258,375 14,656 2000 2002 175,000 4.35% 44,373 219,373 230,342 245, 125 14,783 2001 2003 170,000 4.45% 36,760 206,760 217,098 231,875 14,777 2002 2004 165,000 4.50% 29, 195 1 94 , 1 95 203,905 218,625 14,720 2003 2005 160,000 4.60% 21,770 181,770 190,859 205,375 14,516 2004 2006 155,000 4.70% 14,410 169,410 177,881 1 92 , 125 14,244 2005 2007 150,000 4.75% 7,125 1 57 , 125 164,981 178,875 13,894 roT ALS : 1,325,000 304,501 1,629,501 1,710,978 1,828,718 Jond Years: ~vg . Maturity: wg. Annual Rate: . . I. C. Rate: 6,688.33 5.05 4.553% 4.772% Annual Interest: Plus Discount: Net Interest: N. I. C. Rate: 304,501 13,250 317,751 4.751% :nterest rates are estimates; changes may cause significant alterations of this schedule. "he actual underwriter's discount bid may also vary. Page 10 ~ In ~"'C o c: en 0 wal Z G) ~ ~ ::E G) ~ > Z G) wO:: en ~ en.! :2~ Z c: ~ 0 :r:; () ns LL.~ 0:0 ~~ () ; c: G) C) o o o O~ N 00 .". G) ;:, CIl .!!! () ~ G) 00 c: en :c en ..... E In 0 G) (J "i: G) en ell iii N ('I) '<:t '<:t 0'> co ('I) CIO CIO CIO ll) ; ('I) a. ~ ..... CIO r-- 0 ('I) r-- 0'> co N 0'> CIO 0'> 'u CIl ..... r--. ('I). ~ co <<!. O. 0'> CO. ..... r-- c:: E an N ..... CIO an ..... ('I) CIO 0'> ll) N 'C: N r-- 0'> 0 ..... ..... ..... 0 0 ..... CIO Q.. ~ ..... ..... ..... ..... ..... ..... ..... ~ iii ('I) '<:t '<:t 0'> co ('I) CIO CIO CIO ll) ~ ('I) r-- '<:t ~ ~ ('I) 0 ('I) ~ CIl 0 0 0 CIO r-- 0 ('I) r-- 0'> co N 0'> CIO 0'> <C! CIO 0'> r-- 0'> ll) '<:t 0'> ... ..... r-- ('I). 0'>. co CIO ~ 0'>. 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E l/) ts ::J ..E !E. 0 l/) iii .;: CIl l/) CIl CIl "0 iii .~= C,) > c:: ~ c:: ~ 0 Q.. 0 ell aJ E ro!} ~ in ~ _ l/) l/) 0 o 0 ~ CIl 0 1-(,) ~ I- ('I) co '<:t c.ri o CIO ('I) co ~ ..... 0'> ..... to- o o o an ..... co o (/') ~ ~ o I- ..9:? ..Q ..!!1 c:: .~ o Cll l/) Q) ~..Q ~.9 lU"tl ....~ ~ C,) ~~ "tl Q) c:: ~ ~ Cll ~~ Q)~ ~ti O't:: ~~ "tlCl c::- Lt a3 .l/) ~ ~t3 U-S Q) )( i;~ E .l/) .g~ "tlU 'ct; Q) Q.i; ~ E :;:~ ~ ~ l/) c:: ~ Q) 0 c::~..Q o Q) Q) ..Q:::...c:: Q)~:::: i;.....o .... c:: c:: o Q) 0 c::E:e ,~ ~ 8- ~ Q. l/) Q. CiS i; ,~ ~ t:: i;~o t:: ,S l/) 0....1: ....OQ) OO~ o C\j s.. C\j -Cll ~::Q. l/) Q) ~ ::l .~ Cll g> c: 2 __ Q) ..Q....l/) Q)Q)- u:.i;~ .c:..c::"tl Ol:t:: Q) ::l~..c:: e Ol:::: i; ,S 0 Q)~* ::l '- 0 "tl Ol 0 -Q).... l/) CQ Q) ~ ,~ ~'6'Cll -S5E . l.L...9 Page 11 ~ ~ o ~ Cll :::.. Cll E "tl :.Q - c:: ::l o C,) l/) i5 ~ ~ 't:: ~ ~ c:: ::l ct ~ C,) Cll Q) ~ l/) x c.i CIO 0'> c:: ell .r::. C,) U Iii iii "0 .- ~ .s1 -6 Q) .c: C,) l/) l/) s .... o l/) c:: .~ e ~ (t; - c:: ~ to::: '2: ,Ol Cij Q) l/) ::l Cll C,) ~ E l/) Q) Ol c:: Cll .c: C,) iJ) ~ Cll .s - l/) Q) ~ Cll l/) ~ ~ CiS ~ ~ -S ro ~ ..... ~ ~ "0 CIl - ~ o a. ... o C,) c: ~ - l/) Cl c:: 'C: a. (/') >. .0 "0 CIl ... ell a. ~ Q.. THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $4,970,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION PARK BONDS, SERIES 1998A (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2002 2003 2004 $225,000 $255,000 $315,000 2005 2006 2007 $615,000 $680,000 $755,000 2008 2009 2010 $835,000 $920,000 $370,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be Page 12 registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. The proceeds will be used to finance the acquisition and betterment of City park, trail, and open space recreational facilities. TYPE OF PROPOSALS Proposals shall be for not less than $4,900,000 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $49,700, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. Page 13 AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. Page 14 OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 200 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27, 1998 BY ORDER OF THE CITY COUNCIL Isl Donald W. Ashworth City Manager Page 15 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,325,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1998B (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2000 $170,000 2001 $180,000 2002 $175,000 2003 $170,000 2004 $165,000 2005 $160,000 2006 $155,000 2007 $150,000 BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. Page 16 REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2005, and on any day thereafter, to prepay Bonds due on or after February 1, 2006. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge special assessments against benefited property. The proceeds will be used to finance improvements within the City. TYPE OF PROPOSALS Proposals shall be for not less than $1,311,750 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $13,250, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates shall be in integral multiples of 5/100 or 1/8 of 1%. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. Page 17 BOND INSURANCE AT PURCHASER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the underwriter, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the purchaser of the Bonds. Any increased costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the purchaser, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after Bonds have been awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any Page 18 underwriter or underwriting syndicate .submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27, 1998 BY ORDER OF THE CITY COUNCIL Isl Donald W. Ashworth City Manager Page 19 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $820,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1998C (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Tuesday, May 26, 1998, until 10:30 A.M., Central Time, at the offices of Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota, after which time they will be opened and tabulated. Consideration for award of the Bonds will be by the City Council at 6:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Proposals may be submitted in a sealed envelope or by fax (612) 223-3002 to Springsted. Signed Proposals, without final price or coupons, may be submitted to Springsted prior to the time of sale. The bidder shall be responsible for submitting to Springsted the final Proposal price and coupons, by telephone (612) 223-3000 or fax (612) 223-3002 for inclusion in the submitted Proposal. Springsted will assume no liability for the inability of the bidder to reach Springsted prior to the time of sale specified above. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner of the Proposal submitted. DETAILS OF THE BONDS The Bonds will be dated June 1, 1998, as the date of original issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1999. Interest will be computed on the basis of a 360-day year of twelve 30-day months. The Bonds will mature February 1 in the years and amounts as follows: 2000 2001 2002 $35,000 $55,000 $75,000 2003 2004 2005 $85,000 $85,000 $90,000 2006 2007 $90,000 $95,000 2008 2009 $105,000 $105,000 Proposals for the Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds, provided that no serial bond may mature on or after the first mandatory sinking fund redemption date of any term bond. All term bonds shall be subject to mandatory sinking fund redemption and must conform to the maturity schedule set forth above at a price of par plus accrued interest to the date of redemption. In order to designate term bonds, the proposal must specify "Last Year of Serial Maturities" and "Years of Term Maturities" in the spaces provided on the Proposal Form. BOOK ENTRY SYSTEM The Bonds will be issued by means of a book entry system with no physical distribution of Bonds made to the public. The Bonds will be issued in fully registered form and one Obligation, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), Page 20 New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The purchaser, as a condition of delivery of the Bonds, will be required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar which shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The City may elect on February 1, 2006, and on any day thereafter, to prepay Bonds due on or after February 1, 2007. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the City shall determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments shall be at a price of par plus accrued interest. SECURITY AND PURPOSE The Bonds will be general obligations of the City for which the City will pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition the City will pledge net revenues of the City's water utility. The proceeds will be used to finance construction of improvements to the City's water utility. TYPE OF PROPOSALS Proposals shall be for not less than $809,750 and accrued interest on the total principal amount of the Bonds. Proposals shall be accompanied by a Good Faith Deposit ("Deposit") in the form of a certified or cashier's check or a Financial Surety Bond in the amount of $8,200, payable to the order of the City. If a check is used, it must accompany each proposal. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. Such bond must be submitted to Springsted Incorporated prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to Springsted Incorporated in the form of a certified or cashier's check or wire transfer as instructed by Springsted Incorporated not later than 3:30 P.M., Central Time, on the next business day following the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisfy the Deposit requirement. The City will deposit the check of the purchaser, the amount of which will be deducted at settlement and no interest will accrue to the purchaser. In the event the purchaser fails to comply with the accepted proposal, said amount will be retained by the City. No proposal can be withdrawn or amended after the time set for receiving proposals unless the meeting of the City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. Rates.shall be in integral multiples of 5/100 or 1/8 of 1 %. Rates must be in ascending order. Bonds of the same maturity shall bear a single rate from the date of the Bonds to the date of maturity. No conditional proposals will be accepted. Page 21 AWARD The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the right to: (i) waive non-substantive informalities of any proposal or of matters relating to the receipt of proposals and award of the Bonds, (ii) reject all proposals without cause, and, (iii) reject any proposal which the City determines to have failed to comply with the terms herein. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Obligation nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of the Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SETTLEMENT Within 40 days following the date of their award, the Bonds will be delivered without cost to the purchaser at a place mutually satisfactory to the City and the purchaser. Delivery will be subject to receipt by the purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement payment for the Bonds shall be made in federal, or equivalent, funds which shall be received at the offices of the City or its designee not later than 12:00 Noon, Central Time. Except as compliance with the terms of payment for the Bonds shall have been made impossible by action of the City, or its agents, the purchaser shall be liable to the City for any loss suffered by the City by reason of the purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule 15c2-12(b)(5), the City will undertake, pursuant to the resolution awarding sale of the Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Bonds. OFFICIAL STATEMENT The City has authorized the preparation of an Official Statement containing pertinent information relative to the Bonds, and said Official Statement will serve as a nearly-final Official Statement within the meaning of Rule 15c2-12 of the Securities and Exchange Commission. For copies of the Official Statement or for any additional information prior to sale, any prospective purchaser is referred to the Financial Advisor to the City, Springsted Incorporated, 85 East Seventh Place, Suite 100, Saint Paul, Minnesota 55101, telephone (612) 223-3000. The Official Statement, when further supplemented by an addendum or addenda specifying the maturity dates, principal amounts and interest rates of the Bonds, together with any other information required by law, shall constitute a "Final Official Statement" of the City with respect to the Bonds, as that term is defined in Rule 15c2-12. By awarding the Bonds to any underwriter or underwriting syndicate submitting a proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Bonds are awarded 50 copies of the Page 22 Official Statement and the addendum E:lr addenda described above. The City designates the senior managing underwriter of the syndicate to which the Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter delivering a proposal with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the Bonds for purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated April 27, 1998 BY ORDER OF THE CITY COUNCIL /s/ Donald W. Ashworth City Manager Page 23