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96-27- Extract of MinUtes of Meeting o the City Council of the City of dhanhassenfCarver, 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, March 11, 1996, commencing at 7:30 o'clock P.M. The following members of the Council were present: Chmiel, Berquist, DOckendorf and the following were absent: Mason, Senn The following resolution was presented by Councilmember Dockendorf moved its adoption: who RESOLUTION NO. 96-27 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $900,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1996A 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) the City is authorized by Minnesota Statutes, Chapter 475 (Act) and Section 475.67, Subdivision 3, of the Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service cost to the City or for the extension or DJ'K101441 C}{135-32 adjustment of maturities in relation to the resources available for their payment; (b) Section 475.67, subdivision 4 of the Act permits the sale of refunding obligations during the six month period prior to the date on which the obligations to be refunded may be called for redemption; (c) it is necessary and desirable to reduce debt service costs that the City issue $900,000 General Obligation Improvement Refunding Bonds, Series 1996A (Bonds) to refund certain outstanding general obligations of the City; (d) the outstanding bonds to be refunded (Refunded Bonds) consist of the $4,685,000 General Obligation Improvement Bonds of 1987, dated July 1, 1987, of which $1,400,000 in principal amount is currently outstanding and is callable on August 1, 1996. 2. To provide monies to refund the Refunded Bonds, the City will issue and sell Bonds in the amount of $892,800. To provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $7,200. The excess of the purchase price of the Bonds over the sum of $892,800 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: D~K101441 ¢H135-32 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $91}0,000 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1996A (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Monday, Apdl 8, 1996, until 12:00 Noon, 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 7:30 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. Spdngsted will assume no liability for the inability of the bidder to reach Spdngsted pdor to the time of sale specified above. Proposals may also be filed electronically via PARITY, in accordance with PARITY Rules of Participation and the Terms of Proposal, within a one-hour period prior to the time of sale established above, but no Proposals will be received after that time. if provisions in the Terms of Proposal conflict with the PARITY Rules of Participation, the Terms of Proposal shall control. The normal fee for use of PARITY may be obtained from PARITY and such fee shall be the responsibility of the bidder. For further information about PARITY, potential bidders may contact PARITY at 100 116th Avenue SE, Suite 100, Bellevue, Washington 98004, telephone (206) 635-3545. Neither the City nor Spdngsted Incorporated assumes any liability if there is a malfunction of PARITY'. 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 May 1, 1996, as the date of odginal issue, and will bear interest payable on February 1 and August 1 of each year, commencing February 1, 1997. 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: 1997 $225,000 1999 $225,000 1998 $225,000 2000 $225,000 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 Bond, representing the aggregate principal amount of the Bonds matudng in each year, will be -i- registered in the name of Cede & Co. as nominee of The Depository Trust Company ("DTC"), New York, New Yod(, 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 muttiple 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 De required to deposit the Bonds with DTC. REGISTRAR The City will name the registrar wl~ich shall be subject to applicable SEC regulations. The City will pay for the services of the registrar. OPTIONAL REDEMPTION The Bonds will not be subject to payment in advance of their respective stated maturity dates. 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 along with excess City debt service funds to refund the 1997 through 2003 maturities of the City's $4,685,000 General Obligation Improvement Bonds of 1987, dated July 1, 1987. TYPE OF PROPOSALS Proposals shall be for not less than $892,800 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 $9,000, 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 Spdngsted 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. -ii- 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 t~ accept delivery on the Bonds. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be pdnted on the Bonds, but neither the failure to pdnt such numbers on any Bond nor any error with respect thereto will constitute cause for failure or refusal by the purchaser to accept delivery of ~e Bonds. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the purchaser. SE'I'I'LEMENT W'~hin 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 'Participating underwriters need not comply with the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (the "Rule"), because the offedng is in a principal amount less than $1,000,000. Consequently, the City will not enter into any undertaking to provide continuing disclosure of any kind with respect to 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 ~3ecurities 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, Spdngsted lncorporetecl, 85 East Seventh Place, Suite 1IX), Saint Paul, Minnesota 55101, telephone (612) 223-3000. - III - 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, aa that term is defined in Rule 15c,2-12. 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 35 copies of the Official Statement and the addendum or addenda described above. The City designates the senior managing unden~'iter 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 f~' purposes of assuring the receipt by each such Participating Underwriter of the Final Official Statement. Dated March 11, 1996 BY ORDER OF THE CITY COUNCIL Is/Don 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 7: 30 o'clock P.M. on Monday, April 8, 1996, 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 @erquist , and upon vote being taken thereon the following members voted in favor of the motion: Chmiel, Dockendorf, Berquist and the following voted against: whereupon the resolution was declared duly passed and adopted. Du-K101441 CH135-32 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, March 251,.. 1996, 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 $900,000 General Obligation Improvement Refunding Bonds, Series 1996A of the City. WITNESS My hand as City Manager and the corporate seal of the City this 25th day of March , 1996. City Managel City of Chanhassen, Minnesota (SEAL) DJK101441 C~I135-32