94-28 D 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, February 28, 1994, commencing at 7:30 o'clock P.M.
The following members were present: Colleen C. Dockendorf, Michael C. l~{ason,
Mark O. Senn and Richard C. Wing
and the following were absent: Donald J. Chmiel
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 $525,000
General Obligation Tax Increment Refunding Bonds, Series 1994D.
The City Manager presented a tabulation of the proposals which had been
received in the manner specified in the Terms of Proposal of the Bonds. The
proposals were as follows:
SEE ATTACHED
l::k.T~65195
AWARD:
SALE:
SPRINGSTED
PUBLIC -~!N~NCE AC',".$C;R$
Home Office
85 East Seventh P!ace
Suite ! O0
Saint Paul. MN 5510!-£!43
(6!2) 223-3000
Fax: (6!2) 223-3002
S,.,.te £5E, 7
Mmneaooiis. MN 55~02-180,3
'~'}' 333-9177
Fax: (6i2) 349-5230
16655 West 81uemound Road
Suite 290
Brookfieid. W! 53005-5935
(414) 782-8222
Fax: (414) 782-2904
6800 College Boulevard
Suite 600
Overland Park, KS 662!i-1533
(913) 345-8062
Fax: (913) 345-1770
$525,000*
1800 K Street NW
Suite 831
Washington, DC 20006-2200
(202) 466-3344
Fax: (202) 223-1362
CITY OF CHANHASSEN, MINNESOTA
GENERAL OBUGATION TAX INCREMENT REFUNDING BONDS, SERIES 1994D
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
DAIN BOSWORTH INCORPORATED
AMERICAN NATIONAL BANK SAINT PAUL
And Aesoclates
February 28, 1994
Interest
Moody's Rating: Baal
Net Interest True Interest
Bidder
Rates
Price Cost Rate
NORWEST INVESTMENT SERVICES, INC.
FBS INVESTMENT SERVICES, INC.
DAIN BOSWORTH INCORPORATED
AMERICAN NATIONAL BANK SAINT PAUL
Dougherty, Dawkins, Strand &
Bigelow, Incorporated
John G. Kinnard & Company Incorporated
Park Investment Corporation
National City Bank
3.3O% 1995
3.70% 1996
4.00% 1997
4.25% 1998
4.4O% 1999
4.60% 2000
4.70% 2001
4.80% 2002
4.90% 2003
$519,750.00 $115,551.67 4.5842%
These Bonds are being reoffered at par.
Subsequent to bid opening, the issue size was not changed.
BBI: 5.58%
Average Maturity: 4.81 Years
After due consideration of the proposals, Member Dockendorf then
introduced the following resolution and moved its adoption:
In accordance w~th the Terms of Proposal the following adjustments were made:
Principal Amount: None
Maturities: None
Minimum Purchase Price: None
RESOLUTION NO. 94-28D
A RESOLUTION AWARDING THE SALE OF $525,000 GENERAL
OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1994D;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
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 Norwest Investment Services, Inc. (Purchaser)
to purchase $ 525,000 General Obligation Tax Increment Refunding Bonds,
Series 1994D (Bonds) of the City described in the Terms of Proposal thereof is
determined to be a reasonable offer and is accepted, the proposal being to purchase
the Bonds at a price of $519~750.00 plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1995 3.30 % 2000 4.60 %
1996 3.70 2001 4.70
1997 4.00 2002 4.80
1998 4.25 2003 4.90
1999 4.40
True Interest Rate: 4.5842%
1.02. The sum of $ 0 being the amount proposed by the Purchaser
in excess of $519,750 is credited to the Escrow Account hereinafter created, or
designated to pay costs of issuance of the Bonds, as the case may' be. The City
Manager is directed to deposit the good faith check of the Purchaser, pending
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CH135-26
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 in the total principal
amount of $ 525,000 , originally dated March 1, 1994, in the denomination of
$5,000 each or any integral multiple thereof, numbered No. R-l, upward, bearing
interest as above set forth, and which mature serially on November 1 without option
of prior payment in the years and amounts as follows:
Year Amount Year Amount
1995 $65,000 2000 $30,000
1996 85,000 2001 30,000
1997 85,000 2002 30,000
1998 85,000 2003 35,000
1999 80,000
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall 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 such Bond shall 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 such Bond will be dated as of the date of original issue.
The interest on the Bonds is payable on May 1 and November 1 of each year,
commencing November 1, 1994, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
2.03. Registration. The City will appoint, and shall maintain, 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
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CH135-26
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 such 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.
(d) Cancellation. Bonds surrendered upon any transfer or exchange
will be promptly cancelled by the Registrar 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 such Bond to the extent of the sum or
sums so paid.
(g) Taxes~ Fees and Charges. For a transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner thereof 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 ,Nill 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 any 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
Register 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
D~1'~:65 195
C'I~135-26
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 National Bank and Trust Company , St. Paul , Minnesota, as
the initial 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, such 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 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 City Manager 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. In case any officer
whose signature or a facsimile of whose signature appears on the Bonds ceases to be
such officer before the delivery of any Bond, such 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 each 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 in substantially the following form:
D0'~65195
C*'B135-26
[ Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1994D
Date of
Rate Maturity Original Issue CUSIP
March 1, 1994
No. $
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 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 May 1 and November 1 in each
year, commencing November 1, 1994, 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 which this Bond forms a
part as "qualified tax exempt obligations" within the meaning of Section 265(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 are contained on the reverse hereof and
such provisions for all purposes have the same effect as though fully set forth in
this place.
DJ'K65195
CH135-26 ,
This 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 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 $
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
February 28, 1994 (the Resolution), for the purpose of providing money to refund
in advance of maturity and on the Redemption Date, as defined in the Resolution, a
portion of certain general obligation bonds of the City, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, and the City's
home rule charter, including Minnesota Statutes, Chapter 475, and Sections 475.67,
Subdivision 13. The interest hereon is payable until the Redemption Date, primarily
out of the Escrow Account and Debt Service Account in the City's Refunding Bonds,
Series 1994D Debt Service Fund and after the Redemption Date from tax increments
resulting from increases in the taxable value of real property in a tax increment
financing district in 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
Du-~65195
C~B135-26
Council has obligated itself to levy ad valorem taxes on all taxable property in the
City in the event of any deficiency in tax increments 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 inte~rai multiple
thereof of single maturities.
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 shall 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 [and the City's home rule charter] 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.
(Form of certificate to be printed on the reverse side of each Bond, following
a full copy of the legal opinion. )
I certify that 'the above is a full, true and correct copy of the legal opinion
rendered by bond counsel on the issue of Bonds of the City of Chanhassen,
Minnesota, which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature
City Manager
DJ1~65195
C~r135-26
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM -- as tenants
in common
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 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·
DJK65195
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Name and Address:
(Include information for all joint owners if
this Bond is held by joint account. )
Please insert social security or
other identifying number of assignee
3.02. The City Manager is authorized and directed to obtain a copy of the
proposed approving legal opinion of Holmes & Graven, Chartered, Minneapolis,
Minnesota, which is to be complete except as to dating thereof and cause the opinion
to be printed on each Bond, together with a certificate to be signed by the facsimile
signature of the City Manager in substantially the form set forth in the form of
Bond. The City Manager is authorized and directed to execute the certificate in the
name of the City upon receipt of the opinion and to file the opinion in the City
offices.
Section 4. Bonds~ Security~ Escrow.
4.01. Funds and Accounts. For the convenience and proper administration
of the moneys to be borrowed and repaid on the Bonds and the Refunded Bonds (as
defined in the resolution providing for the issuance and sale of the Bonds), and to
provide adequate and specific security for the Purchaser and holders from time to
time of the Bonds and Refunded Bonds, there is hereby created a special fund to be
designated the Refunding Bonds, Series 1994D Debt Service Fund (the Fund) to be
administered and maintained by the City Manager as a bookkeeping account separate
and apart from all other funds maintained in the official financial records of the City.
The Fund shall be maintained in'the manner herein specified until all of the Refunded
Bonds have been paid and until all of the Bonds and the interest' thereon shall have
been fully paid. There shah be maintained in the Fund two separate accounts, to be
designated the Escrow Account and Debt Service Account.
(a) Escrow Account. The Escrow Account shall be maintained as an
Escrow Account (Escrow Account) with American N~tion~] B~nk And Trust Comn~nv
in g,_ P~,,1 , Minnesota, which is a suitable financial institution within~
the State, whose deposits are insured by the Federal Deposit Insurance
Corporation, whose combined capital and surplus is not less than $§00,000 and
said financial institution is hereby designated escrow agent (Escrow Agent)
for the Escrow Account. All proceeds of the sale of the Bonds shall be
received by the Escrow Agent and applied to fund the Escrow Account or to
pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs
of issuance are hereby irrevocably pledged and appropriated to the Escrow
Account, together with all investment earnings thereon. The Escrow Account
shall be invested in securities maturing or callable at the option of the holder
D0'~65195
CM135-26
on such dates and bearing interest at such rates as shall be required to
provide sufficient funds, together with any cash or other funds retained in
the Escrow Account, to pay when due the interest to accrue on each Bond to
and including November 1, 1994 (Redemption Date), and to pay when due on
the Redemption Date the principal amount of each of the Refunded Bonds then
outstanding. From the Escrow Account there shall be paid (i) all interest paid
on, or to be paid on, or to accrue on, the Bonds to and including the
Redemption Date, and (ii) the principal of the Refunded Bonds due by reason
of redemption on the Redemption Date. The Escrow Account shall be
irrevocably appropriated to the payment of the principal of and interest on the
Bonds until the proceeds of the Bonds therein are applied to prepayment of
the Refunded Bonds. The moneys in the Escrow Account shall be used solely
for the purposes herein set forth and for no other purpose, except that any
surplus in the Escrow Account may be remitted to the City, all in accordance
with the Escrow Agreement (hereafter defined) by and between the City and
the Escrow Agent. Any moneys remitted to the City upon termination of the
Escrow Agreement shall be deposited in the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is
hereby pledged and irrevocably appropriated and there shall be credited: (i)
any balance remitted to the City upon the termination of the Escrow
Agreement; (ii) any balance remaining on November 2, 1994, in the Debt
Service Fund created by the City Council resolution authorizing the issuance
and sale of the Refunded Bonds (Prior Resolution); (iii) any collections of all
taxes hereafter levied for the payment of the Bonds and interest thereon; (iv)
all investment earnings on funds in the Debt Service Account; (v) tax
increments resulting from increases in the taxable value of real property in
a tax increment financing district in the City pledged to repayment of the
Refunded Bonds in the Prior Resolution; (vi) accrued interest (if any)
received upon delivery of the Bonds to the extent not required to fund the
Escrow Account; and (vii) any and all other moneys which are properly
available and are appropriated by the City Council to the Debt Service
Account. The amount of any surplus remaining in the Debt Service Account
when the Bonds and interest thereon are paid shah be used as provided in
Section 47§.61, Subdivision 4 of the Act.
4.02. The moneys in the Debt Service Account shall be used solely to pay the
principal of and interest on the Bonds or any other bonds hereafter issued and made
payable from the Fund. No portion of the proceeds of the Bonds shall be used
directly or indirectly to acquire higher yielding investments or to replace funds
which were used directly or indirectly to acquire higher yielding investments,
except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Bonds were issued, and (ii) in addition to the above, in an
amount not g~,eater than the lesser of five percent of the proceeds of the Bonds or
$100,000. To this effect, any proceeds of the Bonds any sums from time to time held
in the Fund (or any other City account which will be used to pay principal and
interest to become due on the Bonds) in excess of amounts which under the
applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield restrictions imposed
by the arbitrage regulations on such investments after taking into account any
applicable temporary periods or minor portion made available under the federal
D3~65195
C~135-26
arbitrage regulations. In addition, the proceeds of the Bonds and money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or
insured by the United States or any agency or instrumentality thereof if and to the
extent that such investment would cause the Bonds to be federally guaranteed within
the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the
Code).
4.03. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full
faith, credit and taxing powers of the City shall be and are hereby irrevocably
pledged. If the balance in the Escrow Account or Debt Service Account is ever
insufficient to pay all principal and interest then due on the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid out of monies in the
general fund of the City which are available for such purpose, and such general
fund may be reimbursed with or without interest from the Escrow Account or Debt
Service Account when a sufficient balance is available therein.
4.04. It is determined that estimated collection of tax increments for the
payment of principal and interest on the Bonds after the Redemption Date 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.
4.05. Filing. The City Manager is authorized and directed to file a certified
copy of this resolution with the County Auditor of Carver County and the Director
of Property Taxation of Hennepin County and to obtain the certificate required by
Section 475.63 of the Act.
4.06. Prior Resolution Pledges. The pledges and covenants of the City made
by the Prior Resolution relating to the tax increments and improvements financed by
the Bonds and the Refunded Bonds are restated and confirmed in aH respects. The
provisions of the Prior Resolution are hereby supplemented to the extent necessary
to give full effect to the provisions of this resolution.
Section 5. Refunding; Findings i Redemption of Refunded Bonds.
5.01. As of the date of delivery of and payment for the Bonds the proceeds
of the Bonds, in the amount of $ 519,750.00 plus accrued interest on the Bonds less
necessary expenses of the issuance of the Bonds (Proceeds), together with other
funds (Funds) in the amount of $ -0- are hereby pledged and
appropriated and shall be deposited in the Escrow Account.
5.02. It is hereby found and determined that the Proceeds and Funds available
and appropriated to the Escrow Account will be sufficient, together with the
permitted earnings on the investment of the Escrow Account, to pay at maturity or
redemption all of the principal of and redemption premium (if any) on the Refunded
Bonds.
5.03. Securities purchased from the monies in the Escrow Account shah be
limited to securities specified in Section 475.67, Subdivision 8 of the Act.
Springsted Incorporated, as agent for the City is hereby authorized and directed
DJK6519§
CH135-26
to purchase for and on behalf of the City and in its name, appropriate securities to
fund the Escrow Account. Upon the issuance and delivery of the Bonds, the
securities so purchased shall be deposited with the Escrow Agent and held pursuant
to the terms of the Escrow Agreement and the Resolution.
5.04. The Refunded Bonds maturing on November 1, 199.5 and thereafter will
be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be
redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in the form of Notice of Call for Redemption attached
hereto as Attachment A which terms and conditions are hereby approved and
incorporated herein by reference.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds,
the Mayor and the City Manager are hereby authorized and directed to execute on
behalf of the City an escrow agreement (Escrow Agreement) with the Escrow Agent
in substantially the form now on file with the City Manager. All essential terms and
conditions of the Escrow Agreement including payment by the City of reasonable
charges for the services of the Escrow Agent, are hereby approved and adopted and
made a part of this resolution, and the City covenants that it will promptly enforce
all provisions thereof in the event of default thereunder by the Escrow Agent.
5.06. Defeasance. When all Bonds and all interest thereon, have been
discharged as provided in this paragraph, all pledges, covenants and other rights
granted by this resolution to the holders of the Bonds shall cease, except that the
pledge of the full faith and credit of the City for the prompt and. full payment of the
principal of and interest on the Bonds 'shall remain in full force and effect. The City
may discharge all Bonds which are due on any date by depositing with the Registrar
on or before that date a sum sufficient for the payment thereof in full; if any Bond
should not be paid when due, it may nevertheless be discharged by depositing with
the Registrar a sum sufficient for the payment thereof in full with interest accrued
to the date of such deposit. The City may also at any time discharge and defease the
Bonds in their entirety by complying with the provisions of Section 475.67 of
Minnesota Statutes, except that the funds deposited in escrow in accordance with
said provisions may (to the extent permitted by law) but need not be, in whole or in
part, proceeds of bonds as therein provided without the consent of any
Bondholders.
Section 6. Authentication of Transcript.
6.01. 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, shall be deemed representations of the City as to the facts
stated therein.
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6.02. The Mayor and City Manager are hereby 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 7. Tax Covenant.
7.01. 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 Regulations, as
presently existing or as hereafter amended and made applicable to the Bonds.
7.02. 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, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment earnings to the
United States.
7.03. 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
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 1§0 of the Code.
7.04. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 26§(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 hereby 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, treating qualified §01 (c)(3) bonds as not
being private activity bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 1994 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1994 have been designated for purposes of Section
26§ (b) (3) of the Code.
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7.05. The City shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this
section.
The motion for the adoption of the foregoing resolution was duly seconded by
Member Wing , and upon vote being taken thereon, the following
voted in favor thereof:- Colleen D. Dockendorf, Michael C. Mason and Richard C. Wing
and the following voted against the same: Mark O. Senn
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 February 28, 1994 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 $ 525r000
General Obligation Tax Increment Refunding Bonds, Series 1994D of the City.
WITNESS My hand officially as such City Manager and the corporate seal of the
City thistles- day of , 1994.
City Manager
Chanhassen, Minnesota
(SEAL)
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ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$740,000 GENERAL OBLIGATION TAX
INCREMENT BONDS OF 1988, SERIES 2
CITY OF CHANHASSEN
CARVER AND HENNEPIN COUNTIES, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Chanhassen, Carver and Hennepin Counties, Minnesota, there have been called for
redemption and prepayment on
November 1, 1994
all outstanding bonds of the City designated as General Obligation Tax Increment
Bonds of 1988, Series 2, dated November 1, 1988, having stated maturity dates of
November 1 in the years 1995 through 2001, both inclusive, totalling $500,000 in
principal amount, and with the following CUSIP numbers:
Year of Maturity
CUSIP
1995 159105
1996 159105
1997 159105
1998 159105
1999 159105
200O 159105
2001 159105
The bonds are being called at a price of par plus accrued interest to November 1,
1994, on which date all interest on said bonds will cease to accrue. Holders of the
bonds hereby called for redemption are requested to present their bonds for payment
at the main office of American National Bank and Trust Company, in the City of St.
Paul, Minnesota, on or before November 1, 1994.
The Registrar will not be responsible for the selection or use of the CUSIP
number, nor is any representation made as to the correctness indicated in the
Redemption Notice or on any Bond. It is included solely for convenience of the
Holders.
Dated: , 1994.
BY ORDER OF THE CITY COUNCIL
By
Donald Ashworth
City Manager
City of Chanhassen, Minnesota
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