94-104 After due consideration of the proposals, Member Winq
introduced the following resolution and moved its adoption:
then
RESOLUTION NO. 94-104'
A RESOLUTION AWARDING THE SALE OF $2,240,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1994E;
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 County, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. Theproposalof Firstar Bank Milwaukee, N.A. (Purchaser)
to purchase $2,240,000 General Obligation Tax Increment Bonds, Series 1994E
(Bonds) of the City described in the Terms of Proposal thereof is found and
determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $ 2,209,266 plus accrued interest to date of
delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1996 4.40% 1999 4.90%
1997 4.65 2000 5.00
1998 4.85
True Interest Rate: 5.2863
1.02. The sum of $ 2,866 being the amount proposed by the Purchaser
in excess of $2,206,400 will be credited to the Debt Service Fund hereinafter
created. The City Manager is directed to deposit the good faith cheek of the
Purchaser, pending completion of the sale of the Bonds, and to return the good faith
cheeks 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 $2,240,000, originally dated October 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 February 1 in the years and
amounts as follows:
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Year Amount Year Amount
1996 $315,000 1999 $520,000
1997 385,000 2000 590,000
1998 430,000
1.04. The City may elect on February 1, 1998, and on any day thereafter, to
prepay Bonds due on or after February 1, 1999. Redemption may be in whole or in
part and ff in part, at' the option of the City and in such order as the City shall
determine and within a maturity by lot as selected by the registrar. All prepayments
shall be at a price of par plus accrued interest.
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 such Bond shah 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 August 1 and February 1 of each year,
commencing August 1, 1995, 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
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.
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(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 such 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 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 the Registrar, 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.
(i) Redemption. In the event any of the Bonds are called for
redemption, notice thereof identifying the Bonds to be redeemed will be given
by the Registrar by mailing a copy of the redemption notice by first class mail
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(postage prepaid) not more than 60 and not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by
publishing the notice in the manner required by law. Failure to give notice
by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of any proceeding for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit
with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints
American Bank National Association , St. Paul , Minnesota, as the iz:dffa]
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 aH
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 ease 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 Treasurer shall 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.
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Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
[ Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF CARVER AND HENNEPIN
CITY OF CHANHASSEN
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1994E
Date of
Rate Maturity Original Issue CUSIP
October 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 hereby promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above, with interest thereon from the date hereof at the annual rate
specified above, payable August 1 and February 1 in each year, commencing August
1, 1995, 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 may elect on February 1, 1998, and on any day thereafter, to prepay
Bonds due on or after February 1, 1999. Redemption may be in whole or in part and
if in part, at the option of the City and in such order as the City shall determine and
within a maturity by lot as selected by the registrar. All prepayments shall be at a
price of par plus accrued interest.
The City Council has designated the issue of Bonds of 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
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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 have the same effect as though fully set forth in this place.
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 $2,240,000
all of like original issue date and tenor, except as to number, maturity date,
redemption privilege, and interest rate, all issued pursuant to a resolution adopted
by the City Council on September 26, 1994 (the Resolution), for the purpose of
providing money to aid in financing the public development costs of a project
(Project) in a Tax Increment Financing District (District) in the City, pursuant to
and in full conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 469.174 to 469.179, the Minnesota Tax
Increment Financing Act, and Minnesota Statutes, Sections 469.124 through 469.134
and the principal hereof and interest hereon are payable primarily from tax
increments resulting from increases in assessed valuation of real property in the
Project in the District, 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
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has obligated itself to levy ad valorem taxes on all taxable property in the
City in the event of any deficiency of 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 integral 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 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.
(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
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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
TEN ENT -- as tenants
by entireties
UNIF GIFT MIN ACT Custodian
(Cust)
under Uniform Gifts or
Transfers to Minors
(Minor)
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
Act .
' (~t~tei
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.
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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 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 to 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 such 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. The Bonds are payable from the General Obligation Tax Increment
Bonds, Series 1994E Debt Service Fund (Debt Service Fund) hereby created, and
all tax increments (Tax Increments) from the Tax Increment Financing District
(District) in which the project financed by the Bonds is located received by the City
are pledged to the Debt Service Fund. If any payment of principal or interest on the
Bonds becomes due when there is not sufficient money in the Debt Service Fund to
pay the same, the Treasurer is directed to pay such principal or interest from the
general fund of the City, and the general fund is to be reimbursed for such
advances out of the proceeds of Tax Increments when received. There is
appropriated to the Debt Service Fund (i) capitalized interest funded from Bond
proceeds, if any, (ii) any amount over the minimum purchase price paid by the
Purchaser and (iii) accrued interest paid by the Purchaser upon closing and delivery
of the Bonds.
4.02. It is determined that the estimated collection of Tax Increments for
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.
4.03. The City Manager is 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 obtain the certificate required by Minnesota Statutes, Section
475.63.
Section 5. Authentication of Transcript.
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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, shah 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.
8.01. 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.
6.02. 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 if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 1994) exceed the small-issuer
exception amount of $$, 000,000.
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
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 150 of the Code.
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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, treating qualified 501(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
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.
The motion for the adoption of the foregoing resolution was duly seconded by
Member Mason
, and upon vote being taken thereon, the following
voted in favor thereof:
Mayor Chmiel,'Councilpersons Dockendorf, Wing,
Senn and Mason
and the following voted against the same:
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 September 26, 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 $2,240,000 General
Obligation Tax Increment Bonds, Series 1994E of the City.
WITNESS My hand officially as such City Manager and the corporate seal of the
City this 26th day of September , 1994.
City Manager
Chanhassen, Minnesota
(SEAL)
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