96-58 B 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, Minnesota, was duly held in the City Hall in said City on
Monday, July 8, 1996, commencing at 7:30 o'clock P.M.
The following members were present: Steven Berquist, Colleen Dockendorf,
Mark Senn and Mayor Donald Chmiel
and the following were absent: Michael Mason
The Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City's $720,000 General
Obligation Water Revenue Bonds, Series 1996C.
The City Manager presented a tabulation of the proposals which had been
received in the manner specified in the Terms of Proposal for the Bonds. The
proposals were as follows:
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85 E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN 55101-2143
612.223-3000 FAX: 612-223-3002
SPRINGSTED
Public Firmrtce Advisors
$720,000
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1996C
(BOOK ENTRY ONLY)
JURAN & MOODY, INC.
SALE:
July 8, 1996
Standard & Poor's Rating: A-
Interest
Bidder Rates
Net Interest True Interest
Price Cost Rate
JURAN & MOODY, INC. 4.50% 1998
4.65% 1999
4.8O% 2000
4.90% 2001
5.00% 2002
NORWEST INVESTMENT SERVICES, INC. . 4.60% 1998
PIPER JAFFRAY INC. 4.80% 1999
4.95% 2000
5.05% 2001
5.15% 2002
$712,800.00 $134,112.50 5.1397%
$712,800.00 $137,945.00 5.2857%
These Bonds are not being reoffered.
BBI: 5.94%
Average Maturity: 3.63 Years
SAINT PAUL, MN - MINNEAPOLIS, MN · BROOKFIELD, WI · OVERLAND PARK, KS - WASHINGTON, DC - IOWA CITY, IA
After due consideration of the proposals, Member Dockendorf
introduced the following resolution and moved its adoption:
then
RESOLUTION NO. 96-58B
A RESOLUTION AWARDING THE SALE OF $720,000 GENERAL
OBLIGATION WATER REVENUE BONDS, SERIES 1996C;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Chanhassen, Carver and
Hennepin Counties, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. Theproposalof Juran & Moody, Inc. (Purchaser)
to purchase $720,000 General Obligation Water Revenue Bonds, Series 1996C (Bonds)
of the City described in the Terms of Proposal thereof is found and determined to be
a reasonable offer and is accepted, the proposal being to purchase the Bonds at a
price of $ 712~800.00 plus accrued interest to date of delivery, for Bonds bearing
interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1998 4.50% 2001 4.90%
1999 4.65 2002 5.00
2000 4.80
True interest cost: 5.1397%
1.02. The sum of $ -0- being the amount proposed by the Purchaser
in excess of $712,800 will be credited to the Debt Service Fund hereinafter created.
The City Manager is directed to deposit the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of
the unsuccessful proposers forthwith. The Mayor and City Manager are directed to
execute a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota
Statutes, Section 444.075 (Act), in the total principal amount of $720,000, originally
dated August 1, 1996, in the denomination of $5,000 each or any integral multiple
thereof, numbered No. R-I, upward, bearing interest as above set forth, and
maturing serially on February 1 without option of prior payment in the years and
amounts as follows:
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Year Amount Year Amount
1998 $120,000 2001 $155,000
1999 140,000 2002 160,000
2000 145,000
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal amount
thereof, is payable by check or draft issued by the Registrar described herein.
2.02. Dates~ Interest Payment Dates. Each Bond will be dated as of the last
interest payment date preceding the date of authentication to which interest on the
Bond has been paid or made available for payment, unless (i) the date of
authentication is an interest payment date to which interest has been paid or made
available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue.
The interest on the Bonds will be payable on February 1 and August I of each year,
.commencing August 1, 1997, to the registered owners of record thereof as of the
close of business on the fifteenth day of the immediately preceding month, whether
or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent,
authenticating agent and paying agent (Registrar). The effect of registration and
the rights and duties of the City and the Registrar with respect thereto are as
follows:
(a) Register. The Registrar must keep at its principal corporate
trust office a bond register in which the Registrar provides for the
registration of ownership of Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed
by the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver one
or more new Bonds of a like aggregate principal amount and maturity as
requested by the registered owner or the owner's attorney in writing.
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(d) Cancellation. Bonds surrendered upon transfer or exchange
be promptly cancelled by the Re~strar and thereafter disposed of as directed
by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the Bond
until the Registrar is satisfied that the endorsement on the Bond or separate
instrument of transfer is valid and genuine and that the requested transfer
is legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat
the person in whose name a Bond is registered in the bond register as the
absolute owner of the Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and
interest on the Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge
upon the owner thereof for a transfer or exchange of Bonds sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furnishing to the Registrar
of an appropriate bond or indemnity in form, substance and amount
satisfactory to it and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the Registrar
will be cancelled by the Registrar and evidence of such cancellation must be
given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it
is not necessary to issue a new Bond prior to payment.
2.04. Appointment of Initial Registrar. The City appoints
American Bank National Association , St. Paul , Minnesota, as the init!al
Registrar. The Mayor and the City Manager are authorized to execute and deliver,
on behalf of the City, a contract with the Registrar. Upon merger or consolidation
of the Registrar with another corporation, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, the resulting corporation
is authorized to act as successor Registrar. The City agrees to pay the reasonable
and customary charges of the Registrar for the services performed. The City
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reserves the right to remove the Registrar upon 30 days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar must
deliver all cash and Bonds in its possession to the successor Registrar and must
deliver the bond register to the successor Registrar. On or before each principal
or interest due date, without further order of this Council, the Finance Director
must transmit to the Registrar moneys sufficient for the payment of all principal and
interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the City Manager and executed on behalf of the City by the
signatures of the Mayor and the City Manager, provided that all signatures may be
printed, engraved or lithographed facsimiles of the originals. If an officer whose
signature or a facsimile of whose signature appears on the Bonds ceases to be such
officer before the delivery of any Bond, that signature or facsimile will nevertheless
be valid and sufficient for all purposes, the same as if the officer had remained in
office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this
Resolution unless and until a certificate of authentication on the Bond has been duly
executed by the manual signature of an authorized representative of the Registrar.
Certificates of authentication on different Bonds need not be signed by the same
representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When
the Bonds have been so prepared, executed and authenticated, the City Manager will
deliver the same to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed
definitive Bonds one or more typewritten temporary Bonds in substantially the form
set forth in Section 3 with such changes as may be necessary to reflect more than one
maturity in a single temporary bond. Upon the execution and delivery of definitive
Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following
form:
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[Face of the Bond]
No. R-~ UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION WATER REVENUE
BOND, SERIES 1998C
Date of
Rate Maturity Original Issue CUSIP
August 1, 1996
Registered Owner: Cede & Co.
The City of Chanhassen, Minnesota, a duly organized and existing municipal
corporation in Carver and Hennepin Counties, Minnesota (City), acknowledges itself
to be indebted and for value received hereby promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above without option of prior payment, with interest thereon from the date
hereof at the annual rate specified above, payable February 1 and August 1 in each
year, commencing August 1, 1997, to the person in whose name this Bond is
registered at the close of business on the fifteenth day (whether or not a business
day) of the immediately preceding month. The interest hereon and, upon
presentation and surrender hereof, the principal hereof are payable in lawful money
of the United States of America by check or draft by ,
Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating
Agent, or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the City have been and
are hereby irrevocably pledged.
The City Council has designated the issue of Bonds of which this Bond forms
a part as "qualWied tax exempt obligations" within the meaning of Section 26§(b)(3)
of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance
of interest expense for financial institutions and within the $10 million limit allowed
by the Code for the calendar year of issue.
Additional provisions of this Bond contained on the reverse hereof have the
same effect as though fully set forth in this place.
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Tkis Bond is not valid or obligatory for any purpose or entitled to any
security or benefit under the Resolution until the Certificate of Authentication
hereon has been executed by the Bond Registrar by manual signature of one of its
authorized representatives.
IN WITNESS WHEREOF, the City of Chanhassen, Carver and Hennepin
Counties, Minnesota, by its City Council, has caused this Bond to be executed on
its behalf by the facsimile or manual signatures of the Mayor and City Manager and
has caused this Bond to be dated as of the date set forth below.
Dated:
CITY OF CHANHASSEN, MINNESOTA
(Facsimile)
City Manager Mayor
(Facsimile)
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $720,000 all
of like original issue date and tenor, except as to number, maturity date, and
interest rate, all issued pursuant to a resolution adopted by the City Council on July
8, 1996 (the Resolution), for the purpose of providing money to aid in financing
various improvements to the water system of the City, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Section 444. 075 and Chapter 475 and the principal hereof and
interest hereon are payable primarily from the net revenues of the water system of
the City in a special debt service fund of the City, as set forth in the Resolution to
which reference is made for a full statement of rights and powers thereby conferred.
The full faith and credit of the City are irrevocably pledged for payment of this
Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable
property in the City in the event of any deficiency in net revenues pledged, which
taxes may be levied without limitation as to rate or amount. The Bonds of this series
are issued only as fully registered Bonds in denominations of $5,000 or any integral
multiple thereof of single maturities.
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IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the
City has covenanted and agreed that it will continue to own and operate the water
plant and system free from competition by other like utilities; that adequate
insurance on said plant and system and suitable fidelity bonds on employees will be
carried; that proper and adequate books of account will be kept showing all receipts
and disbursements relating to the Water Fund, into which it will pay all of the gross
revenues from the water system; that it will also create and maintain a General
Obligation Water Revenue Bonds, Series 1996C Debt Service Fund, into which it will
pay, out of the net revenues from the water system a sum sufficient to pay principal
hereof and interest thereon when due; and that it will provide, by ad valorem tax
levies, for any deficiency in required net water system revenues.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the City at the principal office
of the Bond Registrar, by the registered owner hereof in person or by the owner's
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange the
City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or
exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and neither
the City nor the Bond Registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of
Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the City in accordance with its terms, have been done, do exist, have happened
and have been performed as so required, and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
The following abbreviations, when used in the inscription on the face of this
Bond, will be construed as though they were written out in full according to
applicable laws or regulations:
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'FEN COM -- as tenants
in common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
Act .
· · · · · · · · · · ·
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for
registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the within Bond in
every particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a [member of the Medallion Signature Program. ]
[national bank or trust company or by a brokerage firm having a membership in one
of the major stock exchanges· ]
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided·
Name and Address:
(Include information for all joint owners if
this Bond is held by joint account· )
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Please insert, social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been
registered on the books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of the Registrar
Cede & Co.
Federal ID #13-2555119
3.02. The City Manager will obtain a copy of the proposed approving legal
opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be
complete except as to dating thereof and will cause the opinion to be printed on or
accompany each Bond. The City Manager is hereby authorized and directed to
execute the certificate in the name of the City upon receipt of such opinion and to
file the opinion in the City offices.
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The City will create and continue to operate its Water Fund to
which will be credited all gross revenues of the water system and out of which
will be paid all normal and reasonable expenses of current operations of the
water system. Any balance therein are deemed net revenues and will be
transferred, from time to time, to a General Obligation Water Revenue Bonds,
Series 1996C Debt Service Fund (Debt Service Fund) hereby created in the
Water Fund, which fund will be used only to pay principal of and interest on
the Bonds and any other bonds similarly authorized. There will always be
retained in the Debt Service Fund a sufficient amount to pay principal of and
interest on all the Bonds described in the resolution authorizing the sale of
the Bonds, and the City Manager must report any current or anticipated
deficiency in the Debt Service Fund to the City Council. There is
appropriated to the Debt Service Fund (i) capitalized interest financed from
Bond proceeds, if any, (ii) any amount over the minimum purchase price of
the Bonds paid by the Purchaser, and (iii) the accrued interest paid by the
Purchaser upon closing and delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in
paragraph (a), together with any other funds appropriated during the
construction of the Projects financed by the Bonds (as identified in Resolution
No. 96-47B) (Projects) will be deposited in a separate construction fund to be
used solely to defray expenses of the Projects and the payment of principal
and interest on the Bonds prior to the completion and payment of all costs of
the Projects. When the Projects are completed and the cost thereof paid, the
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construction account is to be closed and any balance therein is to be deposited
in the Debt Service Fund.
4.02. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and
enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the
water system as public utilities and conveniences free from competition of
other like utilities and will cause all revenues therefrom to be deposited in
bank accounts and credited to the water system accounts as hereinabove
provided, and will make no expenditures from those accounts except for a
duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate
account in the Water Fund and will cause money to be credited thereto from
time to time, out of net revenues from the water plant and system in sums
sufficient to pay principal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of
records and accounts separate from all other records of the City in which will
be complete and correct entries as to all transactions relating to the water
system and which will be open to inspection and copying by any bond holder,
or the holder's agent or attorney, at any reasonable time, and it will furnish
certified transcripts therefrom upon request and upon payment of a
reasonable fee therefor, and said account will be audited at least annually by
a qualified public accountant and statements of such audit and report will be
furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the
water system to be bonded in reasonable amounts for the protection of the City
and the bondholders and will cause the funds collected on account of the
operations of the water system to be deposited in a bank whose deposits are
guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the water system insured at all times
against loss by fire, tornado and other risks customarily insured against with
an insurer or insurers in good standing, in such amounts as are customary for
like plants, to protect the holders, from time to time, of the Bonds and the
City from any loss due to any such casualty and will apply the proceeds of
such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform
all duties with reference to the water system as required by law.
(g) The City will impose and collect charges of the nature authorized
by Minnesota Statutes, Section 444.075 at the times and in the amounts
required to produce net revenues adequate to pay all principal and interest
when due on the Bonds and to create and maintain such reserves securing said
payments as may be provided in this resolution.
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(h) The City Council will levy general ad valorem taxes on all taxable
property in the City, when required to meet any deficiency in net revenues.
4.03. It is hereby determined that the estimated collection of net revenues for
the payment of principal and interest on the Bonds will produce at least five percent
in excess of the amount needed to meet, when due, the principal and interest
payments on the Bonds and that no tax levy is needed at this time.
4.04. The City Manager is authorized and directed to file a certified copy of
this resolution with the County Auditor of Carver County and the Taxpayer Services
Division Manager of Hennepin County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and
furnish to the Purchaser and to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other certificates, affidavits and
transcripts as may be required to show the facts within their knowledge or as shown
by the books and records in their custody and under their control, relating to the
validity and marketability of the Bonds, and such instruments, including any
heretofore furnished, will be deemed representations of the City as to the facts
stated therein.
5.02. The Mayor and City Manager are authorized and directed to certify that
they have examined the Official Statement prepared and circulated in connection with
the issuance and sale of the Bonds and that to the best of their knowledge and belief
the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
Section 6. Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers, employees or
agents any action which would cause the interest on the Bonds to become subject to
taxation under the Internal Revenue Code of 1986, as amended (the Code), and the
Treasury Regulations promulgated thereunder, in effect at the time of such actions,
and that it will take or cause its officers, employees or agents to take, all affirmative
action within its power that may be necessary to ensure that such interest will not
become subject to taxation under the Code and applicable Treasury ltegulations, as
presently existing or as hereafter amended and made applicable to the Bonds.
6.02. (a) The City will comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income of the interest on the
Bonds under Section 103 of the Code, including without limitation requirements
relating to temporary periods for investments and limitations on amounts invested at
a yield greater than the yield on the Bonds.
6.03. The City further covenants not to use the proceeds of the Bonds or to
cause or permit them or any of them to be used, in such a manner as to cause the
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Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 150 of the Code.
6.04. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the City makes the following
factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section
141 of the Code;
(b) the City designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds that are not qualified 501(c)(3) bonds)
which will be issued by the City (and all subordinate entities of the City)
during calendar year 1996 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1996 have been designated for purposes of Section
265(b)(3) of the Code.
6.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this
section.
Section 7. Book-Entry Systemi Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Bond for each of the maturities set forth in
Section 1.03 hereof. Upon initial issuance, the ownership of each Bond will be
registered in the registration books kept by the Bond Registrar in the name of Cede
& Co., as nominee for The Depository Trust Company, New York, New York, and its
successors and assigns (DTC). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the
Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond
Registrar and the Paying Agent will have no responsibility or obligation to any
broker dealers, banks and other financial institutions from time to time for which
DTC holds Bonds as securities depository (Participants) or to any other person on
behalf of which a Participant holds an interest in the Bonds, including but not
limited to any responsibility or obligation with respect to (i) the accuracy of the
records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person (other
than a registered owner of Bonds, as shown by the registration books kept by the
Bond Registrar), of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any Participant or any other person, other than
a registered owner of Bonds, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. The City, the Bond Registrar and the Paying
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Agent may treat and consider the person in whose name each Bond is registered in
the registration books kept by the Bond Registrar as the holder and absolute owner
of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose of registering transfers with respect to such
Bond, and for all other purposes. The Paying Agent will pay all principal of,
premium, if any, and interest on the Bonds only to or on the order of the respective
registered owners, as shown in the registration books kept by the Bond Registrar,
and all such payments will be valid and effectual to fully satisfy and discharge the
City's obligations with respect to payment of principal of, premium, if any, or
interest on the Bonds to the extent of the sum or sums so paid. No person other
than a registered owner of Bonds, as shown in the registration books kept by the
Bond Registrar, will receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the City Manager of'a written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co.,
the words "Cede & Co. ," will refer to such new nominee of DTC; and upon receipt
of such a notice, the City Manager will promptly deliver a copy of the same to the
Bond Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered
to DTC a Blanket Issuer Letter of Representations (Representation Letter) which
shall govern payment of principal of, premium, if any, and interest on the Bonds and
notices with respect to the Bonds. Any Paying Agent or Bond Registrar
subsequently appointed by the City with respect to the Bonds will agree to take all
action necessary for ali representations of the City in the Representation letter with
respect to the Bond Registrar and Paying Agent, respectively, to be complied with
at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by
resolution of the City Council, determines that it is in the best interests of the
persons having beneficial interests in the Bonds that they be able to obtain Bond
certificate, the City will notify DTC, whereupon DTC will notify the Participants,
of the availability through DTC of Bond certificates. In such event the City will
issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owner in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time
by giving notice to the City and discharging its responsibilities with respect thereto
under applicable law. In such event, if no successor securities depository is
appointed, the City will issue and the Bond Registrar will authenticate Bond
certificates in accordance with this resolution and the provisions hereof will apply
to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this
Resolution to the contrary, so long as a Bond is registered in the name of Cede &
Co., as nominee of DTC, payments with respect to principal of, premium, if any, and
interest on the Bond and all notices with respect to the Bond will be made and given,
respectively in the manner provided in DTC's Operational Arrangements, as set
forth in the Representation Letter.
Section 8. Continuing Disclosure.
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8.01. The City hereby covenants and agrees that it will comply with and carry
out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding
any other provision of this Resolution, failure of the City to comply with the
Continuing Disclosure Certificate is not to be considered an event of default with
respect to the Bonds; however, any Bondholder may take such actions as may be
necessary and appropriate, including seeking mandate or specific performance by
court order, to cause the City to comply with its obligations under this section.
8.02. "Continuing Disclosure Certificate" means that certain Continuing
Disclosure Certificate executed by the Mayor and City Manager and dated the date
of issuance and delivery of the Bonds, as originally executed and as it may be
amended from time to time in accordance with the terms thereof.
The motion for the adoption of the foregoing resolution was duly seconded by
Member B e rq u i s t , and upon vote being taken thereon, the following
voted in favor thereof: Berquist, Dockendorf, Senn and Chmiel
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
)
COUNTIES OF CARVER ) SS.
AND HENNEPIN )
)
CITY OF CHANHASSEN )
I, the undersigned, being the duly qualified and acting City Manager of the
City of Chanhassen, Carver and Hennepin Counties, Minnesota, do 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 July 8, 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 $720,000 General Obligation
Water Revenue Bonds, Series 1996C of the City.
WITNESS My hand officially as such City Manager and the corporate seal of the
City this .~day of July , 1996.
City Manager
Chanhassen, Minnesota
(SEAL)
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