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93-96 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 special meeting of the City Council of the City of Chanhassen, Minnesota, was duly held in the City Hall in said City on Monday, October 4, 1993, commencing at 5:00 P.M. The following members were present: Donald J. Chmiel, Colleen C. Dockendorf, Michael Mason, Mark Senn and Richard Wing and the following were absent: None 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 $680,000 General Obligation Tax Increment Bonds, Series 1993D. 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 ATTACHMENT DJK58964 CH135-25 SPRINGSTED ~'.~ PUBLIC FINANCE ADVISORS Home Office 85 East Seventh Place Suite 100 Saint Paul. MN 55101-2143 (612) 223-3000 Fax: (612) 223-3002 Su~',e 2507 Minneapolis, MN 55402-i800 (6i2) 333-9177 Fax: (612) 349-5230 16655 West Bluemound Road Suite 290 Brookfield, WI 53005-5935 (414) 782-8222 Fax: (414) 782-2904 6800 College Boulevard Suite 600 Overland Park, KS 66211-1533 (913) 345-8062 Fax: (913) 345-1770 $680,000 1800 K Street NW Suite 831 Washington, DC 20006-2200 (202) 466-3344 Fax: (202) 223-1362 CITY OF CHANHASSEN, MINNESOTA GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1993D AWARD: FBS INVESTMENT SERVICES, INC. NORWEST INVESTMENT SERVICES, INC. -And Associates- SALE: October 4, 1993 Moody's Rating: Baal Bidder Interest Rates Net Interest True Interest Price Cost Rate FBS INVESTMENT SERVICES, INC. NORWEST INVESTMENT SERVICES, INC. Cronin & Company, Incorporated Juran & Moody, Incorporated Dougherty, Dawkins, Strand & Bigelow, Incorporated American National Bank Saint Paul Park Investment Corporation National City Bank Peterson Financial Corporation 3.00% 1995 3.20% 1996 3.40% 1997 3.60% 1998 3.80% 1999 $674,560.00 $86,873.33 3.7750% These Bonds are being reoffered at par. BBI: 5.30 Average Maturity: 3.39 Years , o After due consideration of the proposals, Member introduced the following resolution and moved its adoption: Mason then RESOLUTION NO. 93-96D A RESOLUTION AWARDING THE SALE OF $680,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1993D; 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. The proposalof FBS Investment Services, Inc. (Purchaser) to purchase $680,000 General Obligation Tax Increment Bonds, Series 1993D (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 $ 674,560.00 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1995 3.00 % 1998 3.60 % 1996 3.20 1999 3.80 1997 3.40 True Interest Rate: 3.7750% 1.02. The sum of $ -0- being the amount proposed by the Purchaser in excess of $674,560 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 in the total principal amount of $680,000, originally dated October 1, 1993, 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 without option of prior payment in the years and amounts as follows: DJK58964 CH135-25 Year Amount 1995 $130,000 1996 130,000 1997 135,000 Year Amount 1998 $140,000 1999 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 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 February 1 and August 1 of each year,_ commencing August 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 ~wner 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. (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. DJK58964 CH135-2§ (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 t?ansfer 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 satisfac- tory 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, d_.estroyed, 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 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 DJ'K58964 CH135-25 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. 9.. 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 Regis- trar. 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 Resolu-- tion. 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 singie 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: DJK58964 CH135-25 [ Face of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTIES OF CARVER AND HENNE?IN CITY OF CHANHASSEN GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1993D Date of Rate Maturity Oriffinal Issue CUSIP October 1, 1993 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 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, 1994, to the person in whose name this Bond is regis- tered 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 Bonds as "qualified tax exempt obliga- tions'' within the ~eaning 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 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. DJK58964 CH135-25 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 [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 $680,000 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 October 4, 1993 (the Resolution), for the purpose of providing money to aid in fi- nancing 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 has obligated itself to levy additional 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 Boads 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 D,IK58964 CH135-25 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, Minne- sota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Manager 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 te~nants 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. DJK58964 CH135-25 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: No'tice: 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 ~ 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. ) 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. DJK58964 CH135-25 4.01. The Bonds are payable from the General Obligation Tax Increment Bonds, Series 1993D 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 City Manager 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. 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, shall 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 DJ'K58964 CH135-25 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, 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 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, 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 1993 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 1993 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. D,TI~§I~964 The motion for the adoption of the foregoing resolution was duly. seconded by Member Dockendorf , and upon vote being taken thereon, the following voted in favor thereof: Donald J. Chmiel, Colleen C. Dockendorf, Michae! Mason and Richard Wing and the following voted against the same: Mark Senn whereupon said resolution was declared duly passed and adopted. DJK58964 CH135-25 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 special meeting of the City Council of the City held on October 4, 1993 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 $680,000 General Obligation Tax Increment Bonds, Series 1993D of the City. - WITNESS My hand officially as such City Manager and the corporate seal of the City this /~.-t/~ day of October, 1993. City Manager Chanhassen, Minnesota (SEAL) DJK58964 CH135-25 Bidder Interest Rates Net Interest Price Cost True Interest Rate . PAINEWEBBER INCORPORATED DEAN WITI'ER REYNOLDS INCORPORATED PRUDENTIAL SECURITIES, INC. ROBERT W. BAIRD & COMPANY, INCORPORATED MABON, NUGENT & CO. 3.50% 1995-1998 3.75% 1999 3.85% 2000 3.90% 2001 4.00% 2002 4.15% 2003 $5,574,233.75 $996,309.58 3.9586% GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC. 3.00% 1995 3.50% 1996-1997 3.60% 1998 3.70% 1999 3.90% 2000 4.10% 2001-2002 4.20% 2003 $5,573,700.00 $1,009,628.33 4.0092% REOFFERING SCHEDULE OF THE PURCHASER Rate Year Yield 3.40% 1995 2.75% 3.40% 1996 3.00% 3.40% 1997 3.20% 3.40% 1998 Par 3.60% 1999 Par 3.80% 2000 Par 4.00% 2001 Par 4.10% 2002 Par 4.20% 2003 Par BBh 5.30 Average Maturity: 4.49 Years