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85-76 e e e . '" . . CITY OF CHANHASSEN RESOLUTION NO. 85-76 BOND RESOLUTION BE IT RESOLVED by the City Council of the City of Chanhassen. Minnesota (the "City"). as follows: ARTICLE ONE LEGAL AUTHORIZATION AND FINDINGS SECTION 1.01. Legal Authorization. The City is a political subdivision duly organized and existing under the Constitution and laws of the State of Minnesota. and is authorized under the Municipal Industrial Development Act. Minnesota Statutes. Chapter 474. as amended (the "Act") to initiate the revenue-producing project herein referred to. and to issue and sell bonds in the manner and upon the terms and conditions set forth in the Act and in this Resolution. SECTION 1.02. Preliminary Approval. The City previously adopted a preliminary resolution dated November 18 . 1985 . pursuant to which it granted preliminary approval to the acquisition by M.A. Gedney Company. a Minnesota corporation (the "Borrower"). of equipment for installation and use in the Borrower's facility located in the City (the "Project") and the financing thereof by the issuance by the City of its industrial development revenu.e bonds (which may be in the form of a single debt instrument such as a note) in an amount not to exceed $1.300.000 (the "Bonds"). SECTION 1.03. Findings. The City Council has heretofore determined. and does hereby determine. as follows: (1) the City is authorized by the Act to enter into a revenue agreement (the "Loan Agreement") for the publtc purposes expressed in the Act; (2) the City has made the necessary arrangements with the Borrower for the undertaking by the Borrower of the Project which will be of the character and accomplish the purposes provided by the Act. and the City has by this Resolution authorized the Project and the execution, delivery and performance by the City of the Loan Agreement, the Bonds and a related Indenture of Trust ("Indenture"); (3) in authorizing the Project the City's purpose is, and in its judgment the effect thereof will be, to promote the public welfare by: the attraction, encouragement and development of revenue-producing enterprises to use the available resources of the community, in order to retain the benefit of the community's existing investment in educational and public service facilities; and the provision of accessible employment opportunities for residents in the area; the expansion of an adequate tax base to finance the increase in the amount and cost of governmental services including educational services for the school district servicing the community in which the Project is situated; e e e .#- (4) the amount estimated to be necessary to finance the Project Costs, including the costs and estimated costs permitted by Section 474.05 of the Act, will require the issuance of the Bonds in the original aggregate principal amount of $1,300,000 as hereinafter provided; (5) it is desirable, feasible and consistent with the objects and purposes of the Act to issue the Bonds for the purpose of financing the Improvements; (6) the Bonds and the interest accruing thereon do not and will not constitute an indebtedness of the City within the meaning of any constitutional or statutory limitation and do not and will not constitute or give rise to a pecuniary liability or a charge against the general credit or taxing powers of the City and neither the full faith and credit nor the taxing powers of the City is or will be pledged for the payment of the Bonds or interest thereon; (7) the Bopds are industrial development bonds within the meaning of Section 103(b) of the Internal Revenue Code of 1954, as amended, and are to be issued within the exemption provided under subparagraph (D) of Section 103Cb)(6) of the Internal Revenue Code of 1954, as amended, with respect to an issue of $10,000,000 or less; provided, however, that nothing contained herein shall prevent the City from hereafter qualifying the Bonds under a different exemption if, and to the extent, such exemption is permitted by law and consistent with the objects and purposes of the Project; and (8) based upon representations made to this Council by a representative of the Borrower, this Council hereby finds and determines pursuant to Minnesota Statutes, Chapter 474.233, that the Project would not be undertaken but for the availability of industrial development bond financin g . SECTION 1. 04. Authorization and Ratification of Project. The City heretofore has authorized and does hereby authorize the Borrower, in accordance with the provisions of Section 474.03(6) of the Act and subject to the terms and conditions set forth in the Loan Agreement and the Indenture, to undertake the Project by such means as shall be available to Borrower and in the manner determined by the Borrower, and without advertisement for bids as may be required for the construction, acquisition and equipping of municipal facilities; and the City hereby ratifies, affirms and approves all actions heretofore taken by the Borrower consistent with and in anticipation of such authority. ARTICLE TWO BONDS SECTION 2.01. Authorized Amount and Form of Bonds. The Bonds to be issued pursuant to this Resolution shall contain the terms set forth on Exhibit A attached hereto and be in the form approved by the officials of the City executing and delivering the same and by the City Attorney. The total -2- e aggregate principal amount of the Bonds that may be outstanding at any time thereunder is expressly limited to $1,300,000. SECTION 2.02. Execution. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and City Clerk and shall be sealed with the seal of the City. In case any officer whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. SECTION 2.03. Delivery of Bonds. As soon as practicable following delivery of the Bonds there shall be filed with the City Clerk the following items: (1) a copy of each of the following documents in the form in which executed: (a) the Loan Agreement; (b) the Indenture; and (c) a specimen Bond; (2) an OpInIOn of counsel for the Borrower, in scope and substance satisfactory to Bond Counsel and the City Attorney, as to the authority of the Borrower to enter into the transaction and other related matters; (3) the opinion of Bond Counsel as to the validity and federal tax exempt status of the Bonds; and e (4) such reasonably subsection closing. other documents and opinions that Bond Counsel may require for purposes of rendering its opinion required in (3) above or that the City Attorney may require for the SECTION 2.04. Issuance of New Bonds. Subject to the proVISIons of Section 4.06 hereof, the City shall, at the request and expense of any holder thereof, issue new Bonds, in aggregate outstanding principal amount equal to that of the Bond(s) surrendered, and of like tenor except as to number, principal amount, and the amount of the installments payable thereunder. SECTION 2.05. Mutilated, Lost or Destroyed Bonds. In case any Bond issued hereunder shall become mutilated or be destroyed or lost, the City shall, if not then prohibited by law, cause to be executed and delivered a new Bond of like original principal amount, date, number and tenor in exchange and substitution for and upon cancellation of such mutilated Bond, or in lieu of and in substitution for such lost or destroyed Bond upon the holder thereof paying the reasonable expenses and charges of the City in connection therewith, and in the case of a Bond destroyed or lost, the filing with the City of evidence satisfactory to the City that such Bond was destroyed or lost, and furnishing the City with indemnity satisfactory to it. If the mutilated, destroyed or lost Bond has already matured or been called for payment in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. e SECTION 2.06. Limitation on Bond Transfers. The Bonds have been issued without registration under state or federal securities laws, pursuant to an exemption for such issuance and, accordingly, the Bonds may not be assigned -3- . . e or transferred, in whole or in part, except in accordance with applicable registration requirements or an exemption therefrom. ARTICLE THREE GENERAL COVENANTS SECTION 3.01. Payment of Principal and Interest. The City covenants that it will promptly payor cause to be paid the principal of and interest and prepayment premium, if any, on the Bonds at the place, on the dates and in the manner provided herein and in the Bonds. The principal and interest and prepayment premium, if any, are payable by the City solely from revenues and proceeds derived from the Loan Agreement, which revenues and proceeds are hereby specifically pledged to the payment thereof in the manner and to the extent specified in the Bond, the Loan Agreement and the Indenture. Nothing in the Bonds or in this Resolution shall be considered as assigning, pledging or otherwise encumbering any other funds or assets of the City. e SECTION 3.02. Performance of and Authority for Covenants. The City warrants, represents and covenants that it will faithfully perform at all times any and all covenants, undertakings, stipulations and provisions contained in this Resolution, in the Bonds, and in all proceedings of the governing body of the City pertaining thereto; that it is duly authorized under the Constitution and laws of the State of Minnesota, including particularly and without limitation the Act, to issue the Bonds, pledge the revenues and assign the Loan Agreement in the manner and to the extent set forth in this Resolution, the Bonds, the Loan Agreement and the Pledge Agreement; that all action on its part for the issuance of the Bond and for the execution and delivery thereof has been duly and effectively taken; and that the Bond in the hands of the holder thereof are and will be a valid and binding obligation of the City enforceable according to the terms thereof. SECTION 3.03. Enforcement and Performance of Covenants. The City agrees to enforce all covenants and obligations of the Borrower under the Loan Agreement, and to perform all covenants and other provisions pertaining to the City contained in the Bonds, the Loan Agreement and the Indenture. e SECTION 3.04. Nature of Security. Notwithstanding anything to the contrary contained in the Bonds, the Loan Agreement, the Indenture or any other document referred to in Section 2.03 hereof, under the provisions of the Act the Bonds may not be payable from or be a charge upon any funds of the City other than the revenues and proceeds derived from the Loan Agreement and pledged to the payment thereof pursuant to the Indenture, nor shall the City be subject to any liability thereon, nor shall the Bonds otherwise contribute or give rise to a pecuniary liability of the City or any of the City's council members, officers, employees and agents. No holder of any Bond shall ever have the right to compel any exercise of the taxing power of the City to pay the Bonds or the interest or prepayment. premium, if any, thereon, or to enforce payment thereof against any property of the City; and the Bonds shall not constitute a charge, lien or encumbrance, legal or equitable, upon any property of the City; and the Bonds shall not constitute a debt of the City within the meaning of any constitutional or statutory limitation; but nothing in -4- e e e '. the Act impairs the rights of the holder thereof to enforce the covenants made for the security thereof as provided in this Resolution, the Loan Agreement, the Indenture and the documents related thereto, and in the Act, and by authority of the Act the City has made the covenants and agreements herein for the benefit of the holders from time to time of the Bonds; provided, however, that, in any event, the agreement of the City to perform the covenants and other provisions contained in the Bonds, the Loan Agreement and the Indenture shall be subject at all times to the availability of revenues under the Loan Agreement sufficient to pay all costs of such performance or the enforcement thereof, and neither the City nor its council members, officers or agents shall be subject to any personal or pecuniary liability thereon. ARTICLE FOUR MISCELLANEOUS SECTION 4.01. Severability. If any provision of this Resolution shall be held or deemed to be or shall, in fact, be inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions or in all jurisdictions or in all cases because it conflicts with any provisions of any constitution or statute or rule or public policy, or for any other reason, such circumstances shall not have the effect of rendering the provision in question inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions herein contained invalid, inoperative or unenforceable to any extent whatever. The invalidity of anyone or more phrases, sentences, clauses or paragraphs contained in this Resolution shall not affect the remaining portions of this Resolution or any part thereof. SECTION 4.02. Authentication of Transcript. The officers of the City are authorized and directed to furnish to Bond Counsel certified copies of this Resolution and all documents referred to herein, and affidavits or certificates as to all other matters which are reasonably necessary to evidence the validity of the Bonds. All such certified copies, certificates and affidavits, including and heretofore furnished, shall constitute recitals of the City as to the correctness of all statements contained therein. SECTION 4.03. Registration of Resolution. The City Clerk of the City is authorized and directed to cause a copy of this Resolution to be filed in the offices of the County Recorders of Carver and Hennepin Counties and to obtain a certificate from each of such County Auditors that the Bonds as a bond of the City has been duly entered upon his bond register. SECTION 4.04. Authorization to Execute Agreements. The form of the Bonds and the forms of the Loan Agreement, the Indenture and all other documents related thereto shall be approved by the Attorney for the City prior to execution and delivery thereof; and the Mayor and City Clerk of the City are authorized to execute and deliver the Bonds, the Loan Agreement and the Indenture in the name of and on behalf of the City in the above-mentioned form, together with such other documents as Bond Counsel consider appropriate in connection with the issuance of the Bonds. In the event of the absence or disability of the Mayor or City Clerk such officers of the City who, in the opinion of the Attorney for the City, may act in their behalf, shall without further act or authorization of the governing body of the City be -5- e e e authorized to do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers. SECTION 4.05. Approval of Energy and Economic Development Authority. The approvals and authorizations granted herein shall not be effective unless and until the City receives the approval of the Project by the Energy and Economic Development Authority of the State of Minnesota. SECTION 4.06. Registration of Transfer. The trustee shall maintain a Bond Register on which the name and address of all holders from time to time of the Bonds shall be set forth. The Bonds shall be transferable upon the Bond Register by the holder thereof in person or by its agent duly authorized in writing, upon surrender of the Bond being transferred together with a written instrument of transfer satisfactory to the trustee, duly executed by the holder or its duly authorized agent. Upon such transfer the trustee shall note the date of registration and the name and address of the new holder in the Bond Register. SECTION 4.07. Ownership of Bond. The City may deem and treat the person in whose name the Bond is last registered in the Bond Register and by notation on such Bond whether or not such Bond shall be overdue, as the absolute owner of such Bond for the purpose of receiving payment of or on account of the principal balance, redemption price, or interest and for all other purposes whatsoever, and the City shall not be affected by any notice to the contrary. Adopted: December 16 , 1985 -L 1\ yor City of Chanhassen, Minnesota Attest: fl, ~ City Clerk City of Chanhassen, Minnesota (SEAL) -6- e e e . " . .. '. . . EXHIBIT A (Bond Terms) 1. Aggregate Principal amount - $1,300,000. 2. Demominations - $5,000. 3. Interest Rate - an annual rate, determined weekly (i) which is between 40% and 80% of the Base Rate of Interest of Norwest Bank Minneapolis, and (ii) which, in the opinion of the Remarketing Agent selected by the Borrower, will permit the Bonds to be sold at a price closest to par; subject to conversion to a fixed rate at any time at the option of the Borrower provided an opinion of Bond Counsel is obtained. 4. Maturity Schedule - Year 1986 1987 1988 1989 1990 1991 1992 1993 1994 1995 Amount $ 0 o 125,000 135,000 145,000 155,000 170,000 180,000 190,000 200,000 5. Payment Schedule - Interest quarterly; Principal annually. 6. Prepayment Provisions - without premium or penalty at any time at the option of the Borrower; mandatory redemption upon Determination of Taxability.