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96-47 CExtract 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, June 10, 1996, commencing at 7: 30 o'clock P .M. The following members of the Council were present: Steven Berquist, Colleen Dockendorf, Michael Mason, Mark Senn and Mayor Donald Chmiel and the following were absent: None The following resolution was presented by Councilmember Mason moved its adoption: RESOLUTION NO. 96-47c RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF APPROXIMATELY $4,367,500 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996D (CAPITAL APPRECIATION BONDS) who 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 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, Chapters 429 and 475 (Act); DJK106658 CH135-34 Project Designation & Description: Powers Boulevard Project General Obligation Improvement Bonds, Series 1996D (Capital Appreciation Bonds) Total Project Cost $4,367,500 (b) it is necessary and expedient to the sound financial management of the affairs of the City to issue approximately $4,367,500 General Obligation Improvement Bonds, Series 1996D (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 approximate)v $4. 367.500. The Bonds will be issued, sold and delivered in accordance with the terms of the following Terms of Proposal: DJK106658 CH135-34 THE CITY HAS AUTHORIZED SPRINGSTED INCORPORATED TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $4,367,500' . CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1996D (CAPITAL APPRECIATION BONDS) (BOOK ENTRY ONLY) Proposals for the Bonds will be received on Monday, July 8, 1996, until 1:00 P.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 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 pdce or coupons, may be submitted to Spdngsted pdor to the time of sale. The bidder shall be responsible for submitting to Spdngsted the final 'Proposal pdce 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 Springsted 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 pedod pdor 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 Springsted 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 and shall bear interest from their date of settlement. Interest on the Bonds shall be compounded on February 1, 1997, and semiannually thereafter on February 1 and August 1 of each year, and will be payable, together with principal, only at matudty or upon pdor redemption. The "original principal" as used herein is that principal amount which, when accreted at its associated interest rate until its scheduled matudty date, results in a payment described hereinafter as its "maturity value." These matudty values will be in $5,000 denominations or integral multiples thereof. The Bonds are being issued in the aggregate odginal principal amount of approximately $4,367,500. The rates specified by the successful purchaser will determine the odginal principal amount of each bond. The maturity values will be paid on February 1 in the amounts and years as follows: 2003 $3,180,000 2004 $3,160,000 The City reserves the right, after bids are opened and prior to award, to increase or reduce the 2003 and 2004 maturity values, in multiples of $5,000 in order to result in an original principal amount of approximately, but no more than, $4,367,500. Within 48 hours of award, the successful purchaser shall provide a table of accreted values for a $5,000 matudty value of each matudty as of each February 1 and August 1 through its matudty date based on semiannual compounding at the interest rate specified for such Bonds, from the assumed settlement date of August 8, 1996. In case of discrepancy, the City's calculation of accreted values shall be controlling. 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 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 matudty through book entdes 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 Bonds will not be subject to payment in advance of their respective stated matudty 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 for vadous public improvements within the City. TYPE Of PROPOSALS Proposals shall include annual interest rates for each specified matudty and a purchase price for the Bonds, expressed as a percentage, which purchase pdce shall be no less than 98.5% of the total odginal principal amount. 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 $43,675, 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 Spdngsted 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 matudty 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 evaluated as of August 8, 1996. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. The City will reserve the dght 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 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 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 order to assist the Underwriters in complying with SEC Rule 15c2-12 promulgated by the Securities and Exchange Commission, pursuant to the Securities Exchange Act of 1934, as the same may be amended from time to time, and official interpretations thereof (the "Rule"), pursuant to the Award Resolution, the City has entered into an undertaking (the "Undertaking") for the benefit of holders including beneficial owners of the Bonds to provide certain financial information and operating data relating to the City to certain information repositories annually, and to provide notices of the occurrence of certain events enumerated in the Rule to certain information repositories or the Municipal Securities Rulemaking Board and to any state information depository. The specific nature of the Undertaking, as well as the information to be contained in the annual report or the notices of matedal events is set forth in the Continuing Disclosure Certificate to be executed and delivered by the City at the time the Bonds are delivered in substantially the form attached hereto as Appendix I1. The City has never failed to comply in all matedal respects with any previous undertakings under the Rule to provide annual reports or notices of matedal events. A failure by the City to comply with the Undertaking will not constitute an event of default on the Bonds (although holders will have any available remedy at law or in equity). Nevertheless, such a failure must be reported in accordance with the Rule and must be considered by any broker, dealer or municipal securities dealer before recommending the purchase or sale of the Bonds in the secondary market. Consequently, such a failure may adversely affect the transferability and liquidity of the Bonds and their market pdce. 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 pdor to sale, any prospective purchaser is referred to the Financial Advisor to the City, Spdngsted 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 175 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 June 10, 1996 BY ORDER OF THE CITY COUNCIL /si Donald W. Ashworth City Manager · · 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, July 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 Dockendorf , and upon vote being taken thereon the following members voted in favor of the motion: Berquist, Dockendorf, Mason, Senn and Chmiel and the following voted against: None whereupon the resolution was declared duly passed and adopted. DJK106658 CH135-34 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, June 10, 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 approximately $4,367,500 General Obligation Improvement Bonds, Series 1996D of the City. WITNESS My hand as City Manager and the corporate seal of the City this lOth day of June , 1996. City Manager City of Chanhassen, Minnesota (SEAL) D..TK106658 C~135-34