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2010-57 c EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF CHANHASSEN, MINNESOTA HELD: June 14, 2010 Pursuant to due call, a regular or special meeting of the City Council of the City of Chanhassen, Hennepin and Carver Counties, Minnesota, was duly held at the City Hall on June 14, 2010, at 7:00 P.M, for the purpose, in part, of authorizing the issuance and awarding the sale of $1,540,000 General Obligation Temporary Street Reconstruction Bonds, Series 2010. The following members were present: Mayor Furlong. Councilman Litsey, Councilwoman Ernst, Councilwoman Tjornhom and Councilman McDonald and the following were absent: None. Member Councilman Litsey introduced the following resolution and moved its adoption: RESOLUTION 2010 -57 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $1,540,000 GENERAL OBLIGATION TEMPORARY STREET RECONSTRUCTION BONDS, SERIES 2010 AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the City Council of the City of Chanhassen, Minnesota (the "City ") has heretofore determined and declared that it is necessary and expedient to issue $1,540,000 General Obligation Temporary Street Reconstruction Bonds, Series 2010 (the "Bonds" or individually, a "Bond "), pursuant to Minnesota Statutes, Chapter 475 and Section 475.58, Subdivision 3b, to temporarily finance street reconstruction improvements under the City's Street Reconstruction Plan 2010 -2014, adopted on June 14, 2010 (the "Improvements "); and B. WHEREAS, on December 14, 2009, following duly published notice thereof, the Council held a public hearing on the issuance of not to exceed approximately $3.000,000 principal amount of bonds to finance the Improvements and all persons who wished to speak or provide written information relative to the public hearing were afforded an opportunity to do so; and C. WHEREAS, on the date hereof, the City Council pursuant to "Resolution for Reconsideration to Adopt a Street Reconstruction Plan and Approving the Issuance of General Obligation Bonds" adopted the City's Reconstruction Plan and authorized the issuance of street reconstruction bonds in an amount not to exceed $3,000,000; D. WHEREAS, pursuant to the provisions of Minnesota Statutes, Section 475.60, subdivision 2(9), the public sale requirements do not apply to this sale of the Bonds since the City has retained Ehlers & Associates, Inc. as independent financial advisors. The City has received an offer from the Economic Development Authority of the City of Chanhassen, Minnesota (the "Purchaser "), to purchase the Bonds at a price of $1.540.000, plus accrued interest, if any, on all Bonds to the date of delivery and payment, on the further terms and conditions hereinafter set forth. The offer is hereby accepted, and the Mayor and the City 2562141v2 Manager are hereby authorized and directed to execute a contract on the part of the City for the sale of the Bonds with the Purchaser; and E. WHEREAS. the Bonds, together with any outstanding bonds of the City that are subject to the City's net debt limit, do not exceed the City's net debt limit: and F. WHEREAS, it is in the best interests of the City that the Bonds be issued in book - entry form as hereinafter provided; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Chanhassen, Minnesota, as follows: 1. Acceptance of Offer. The offer of the Purchaser, to purchase the Bonds in accordance with the terms and at the rates of interest hereinafter set forth, and to pay therefor the sum of $1,540,000. plus interest, if any, accrued to settlement, is hereby accepted. 2. Title; Original Issue Date; Denominations; Maturities. The Bonds shall be dated July 22, 2010, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R -1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity (the "Authorized Denominations ") and shall mature semiannually on December 15 and June 15 in the years and amounts and bear interest payable semiannually on December 15 and June 15 of each year (each an "Interest Payment Date "), commencing December 15, 2010, calculated on the basis of a 360 -day year of twelve 30- day months, at the respective rates per annum as set forth opposite the maturity years as follows: Month/Year Principal Amount Interest Rate December 15, 2010 $230,000 .650% June 15, 2011 70,000 .650 December 15, 2011 70,000 .950 June 15, 2012 200,000 .950 December 15, 2012 200,000 1.200 June 15, 2013 770,000 1.200 3. Purpose. The Bonds shall provide funds to temporarily finance the Improvements. The total cost of the Improvements, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Improvements shall proceed with due diligence to completion. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Improvements proceeds with due diligence to completion and that any and all permits and studies required under law for the Improvements are obtained. 4. Bond Registrar. The City Manager, City of Chanhassen, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar "), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the City and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly 2562141v2 appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond. 5. Form of Bond. The Bonds, together with the Certificate of Registration, shall be in substantially the following form: 3 2562141x2 UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN AND CARVER COUNTIES CITY OF CHANHASSEN R- $ GENERAL OBLIGATION TEMPORARY STREET RECONSTRUCTION BOND, SERIES 2010 Interest Rate Maturity Date Date of Original Issue 1, July 22, 2010 REGISTERED OWNER: ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF CHANHASSEN, MINNESOTA PRINCIPAL AMOUNT: The City of Chanhassen, Hennepin and Carver Counties, Minnesota (the "Issuer "), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, and to pay interest thereon semiannually on June 15 and December 15 of each year (each, an "Interest Payment Date "), commencing December 15, 2010, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of this Bond is payable upon presentation and surrender hereof at the office of the City Manager, City of Chanhassen, Minnesota (the "Bond Registrar "), acting as paying agent, or any successor paying agent duly appointed by the Issuer (the "Bond Registrar "), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder ") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the first day of the calendar month of such Interest Payment Date (the "Regular Record Date "). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date ") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Redemption. All Bonds of this issue (the "Bonds ") are subject to redemption and prepayment at the option of the Issuer on any date without penalty at the option of the Issuer, in whole or in multiples of $5,000, upon written notice to the Holder, at a redemption price of par 4 256214!v2 plus accrued interest to the date of prepayment. If redemption is in part, the Issuer may select the specific principal installments hereof, or applicable percentages thereof to be prepaid. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $1,540,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on June 14, 2010 (the "Resolution "), for the purpose of providing money to temporarily finance improvements within the jurisdiction of the Issuer, to which fund there have been irrevocably pledged tax levies anticipated to be received with respect to the Improvements financed by the Bonds, and into which fund there are to be paid proceeds of definitive street reconstruction bonds or additional temporary street reconstruction bonds which the Issuer is required by law to issue at or prior to the maturity of this Bond for the purpose of refunding the same if the tax levies theretofore received or collected or any other municipal funds which are properly available and are appropriated by the City Council for such purposes, are not sufficient for the full payment thereof. This Bond is payable out of the General Obligation Temporary Street Reconstruction Bonds, Series 2010 Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered form in Authorized Denominations (as defined in the Resolution) and are exchangeable for fully registered Bonds of other Authorized Denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an Authorized Denomination or Denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all 5 256214112 other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Qualified Tax- Exempt Obligations. The Bonds have been designated by the Issuer as "qualified tax - exempt obligations" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. 6 2562141x2 IN WITNESS WHEREOF, the City of Chanhassen, Hennepin and Carver Counties, Minnesota, by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of its Mayor and its Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law. CERTIFICATE OF AUTHENTICATION CITY OF CHANHASSEN, Date of Registration: HENNEPIN AND CARVER COUNTIES, July 22, 2010 MINNESOTA This Bond is one of the Bonds described in the Resolution mentioned /s/ Facsimile within. Mayor REGISTRABLE BY AND PAYABLE AT: City Manager City of Chanhassen. Minnesota /s/ Facsimile Manager By: Manager 7 2562141 ‘2 CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or the registered owner's legal representative last noted below: DATE OF REGISTERED SIGNATURE OF REGISTRATION OWNER REGISTRAR July 22, 2010 8 2562I4I\2 REGISTER OF PARTIAL PAYMENTS The installment of principal amount of the attached Bond has been prepaid on the dates and in the amounts noted below: SIGNATURE OF SIGNATURE OF DATE AMOUNT OWNER REGISTRAR If a notation is made on this register, such notation has the effect stated in the attached Bond. Partial payments do not require the presentation of the attached Bond to the Registrar, and an Owner could fail to note the partial payment here. 9 2562141\2 6. Execution. The Bonds shall be in typewritten form, and shall be executed on behalf of the City by the signatures of its Mayor and Manager and be sealed with the seal of the City; provided. as permitted by law, both signatures may be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of the absent or disabled officer. In case either officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 7. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue, which date is July 22, 2010. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 8. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Manager to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof 9. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Temporary Street Reconstruction Bonds, Series 2010 Fund" (the "Fund ") to be administered and maintained by the 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 Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund the "Construction Account" and "Debt Service Account ": (a) Construction Account. To the Construction Account shall be credited the proceeds of the sale of the Bonds. From the Construction Account there shall be paid all costs and expenses of making the Improvements, including the cost of any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in the Construction Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the receipt of the collection of taxes herein levied; and provided further that if upon completion of the Improvements there shall remain any unexpended balance in the Construction Account, the balance shall be transferred by the Council to the Debt Service Account. 10 2562141x2 (b) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to. the Debt Service Account: (i) all taxes herein or hereafter levied for the payment of the Bonds; (ii) on or before December 15, 2010 available funds of the City in the amount of $7.359.50 to provide sufficient funds to pay interest due on the Bonds on December 15. 2010; (iii) all funds remaining in the Construction Account after completion of the Improvements and payment of the costs thereof; (iv) all investment earnings on funds held in the Debt Service Account; and (v) any and all other moneys which are properly available and are appropriated by the governing body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from the account as provided by law. 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 (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held in the Construction Account or the Debt Service Account (or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard 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 arbitrage regulations. 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 "). 10. Pledge of Proceeds of Definitive Street Reconstruction Bonds. To provide moneys for payment of the principal and interest on the Bonds, the City shall issue and sell the definitive street reconstruction bonds for delivery and payment at or prior to the maturity date of the Bonds. 11. Tax Levy; Coverage Test. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: Year of Tax Levy Year of Tax Collection Amount 2010 -2012 2011 -2013 See Attached Schedule The tax levies are such that if collected in full they together with other revenues herein pledged for the payment of 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. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City 11 256214lv2 Tax Levy Calculation For: City of Chanhassen, Minnesota $1,540,000 General Obligation Street Reconstruction Bonds, Series 2010A Dated Date: 7/22/2010 Levy Collect Pay Total Funds P & I Net Year Year Year P & I Available (1) x 105% Levy 2008 / 2009 / 2010 236,417 12 6,417 12 241,500 00 241,500 00 2009 / 2010 / 2011 154,432 50 162,154 13 162,154 13 2010 / 2011 / 2012 412,590 00 433,219 50 433,219 50 2011 / 2012 / 2013 774,620 00 813,351 00 813,351 00 Totals 1,578,059 62 6,417 12 1,650,224 63 1,650,224 63 (1) The following funds are available to pay the interest payment due 12/15/2010' Funds on Hand $6,417 12 EHLERS & A S S O C I A T E S I N C reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 12. Bondholder Covenant. The provisions of this resolution constitute a covenant with the Holder of the Bonds and the definitive street reconstruction bonds to be issued to refund the Bonds and, with respect to the payment of funds to the Debt Service Account, a pledge of those funds for the benefit of the holder of the Bonds payable therefrom. 13. 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 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 any other funds of the City which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 14. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The City may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The City may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, without regard to sale and /or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 15. Compliance With Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the City's compliance with United States Treasury Regulations Section 1.150 -2 (the "Reimbursement Regulations ") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the City to reimburse itself for any expenditure which the City paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure "). The City hereby certifies and /or covenants as follows: (a) Not later than 60 days after the date of payment of a Reimbursement Expenditure, the City (or person designated to do so on behalf of the City) has made or will have made a written declaration of the City's official intent (a "Declaration ") which effectively (i) states the 12 25621412 City's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing: (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the City and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project "): and (iii) states the maximum principal amount of debt expected to be issued by the City for the purpose of financing the Project: provided, however. that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project. defined in the Reimbursement Regulations to include engineering or architectural. surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150- 2(d)(3) of the Reimbursement Regulations. (c) The "reimbursement allocation" described in the Reimbursement Regulations for each Reimbursement Expenditure shall and will be made forthwith following (but not prior to) the issuance of the Bonds and in all events within the period ending on the date which is the later of three years after payment of the Reimbursement Expenditure or one year after the date on which the Project to which the Reimbursement Expenditure relates is first placed in service. (d) Each such reimbursement allocation will be made in a writing that evidences the City's use of Bond proceeds to reimburse the Reimbursement Expenditure and, if made within 30 days after the Bonds are issued. shall be treated as made on the day the Bonds are issued. Provided. however. that the City may take action contrary to any of the foregoing covenants in this paragraph upon receipt of an opinion of its Bond Counsel for the Bonds stating in effect that such action will not impair the tax - exempt status of the Bonds. 16. Certificate of Registration. The Manager is hereby directed to file a certified copy of this resolution with the County Auditor of Hennepin and Carver Counties, Minnesota, together with such other information as the Auditor shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register and that the tax levy required by law has been made. 17. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other affidavits. certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the City as to the facts recited therein. 13 2562141\2 18. Negative Covenant as to Use of Bond Proceeds and Improvements. The City hereby covenants not to use the proceeds of the Bonds or to use the hmprovements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, 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. 19. Tax - Exempt Status of the Bonds; Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (i) requirements relating to temporary periods for investments, (ii) limitations on amounts invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small issuer exception amount of $5,000,000. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (i) the Bonds are issued by a governmental unit with general taxing powers; (ii) no Bond is a private activity bond; (iii) ninety five percent or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City); and (iv) the aggregate face amount of all tax exempt bonds (other than private activity bonds) issued by the City (and all entities subordinate to, or treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 20. Designation of Qualified Tax - Exempt Obligations. In order to qualify the Bonds as "qualified tax - exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the City hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) 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 entities treated as one issuer with the City. and all subordinate entities whose obligations are treated as issued by the City) during this calendar year 2010 will not exceed $30,000,000; (e) not more than $30.000,000 of obligations issued by the City during this calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code; and (f) the aggregate face amount of the Bonds does not exceed $30,000.000. 14 2562141,2 The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 21. Severability. If any section. paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 22. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof and shall not limit or define the meaning of any provision hereof The motion for the adoption of the foregoing resolution was duly seconded by member Councilman McDonald and, after a full discussion thereof and upon a vote being taken thereon. the following voted in favor thereof Mayor Furlong, Councilman Litsey, Councilwoman Ernst, Councilwoman Tjornhom and Councilman McDonald and the following voted against the same: None. Whereupon the resolution was declared duly passed and adopted. 15 2562141\2 CHANHASSEN CITY COUNCIL REGULAR MEETING SUMMARY MINUTES JUNE 14, 2010 Mayor Furlong called the meeting to order at 7:05 p.m. The meeting was opened with the Pledge to the Flag. COUNCIL MEMBERS PRESENT: Mayor Furlong, Councilman Litsey, Councilwoman Ernst, Councilwoman Tjornhom, and Councilman McDonald STAFF PRESENT: Todd Gerhardt, Laurie Hokkanen, Kate Aanenson, Paul Oehme, Todd Hoffman, Greg Sticha and Roger Knutson PUBLIC ANNOUNCEMENTS: None. CONSENT AGENDA: Councilman Litsey moved, Councilman McDonald seconded to approve the following consent agenda items pursuant to the City Manager's recommendations: a. Approval of Minutes: - City Council Work Session Minutes dated May 24, 2010 -City Council Verbatim and Summary Minutes dated May 24, 2010 Receive Commission Minutes: - Planning Commission Verbatim and Summary Minutes dated May 18, 2010 - Park and Recreation Commission Verbatim and Summary Minutes dated May 25, 2010 Resolution #2010 -53: b. Approve Change Order No. 1, Audubon Road Reconstruction Project. Resolution #2010 -54: c. 2010 Infiltration /Inflow Project 10 -06: Accept Quote for Smoke Testing. d. Approval of Wetland Alteration Permit for Audubon Road Reconstruction Project. J P COUNCIL PRESENTATIONS: Mayor Furlong thanked staff for their efforts in organizing, coordinating and hosting the Southwest Metro Chamber picnic. ADMINISTRATIVE PRESENTATIONS: Todd Gerhardt provided an update on the progress of construction of the acceleration lane going eastbound on Highway 5. CORRESPONDENCE DISCUSSION. None. Councihnan Litsey moved, Councilwoman Ernst seconded to adjourn the meeting. All voted in favor and the motion carried unanimously with a vote of 5 to 0. The City Council meeting was adjourned at 7:25 p.m. Submitted by Todd Gerhardt City Manager Prepared by Nann Opheim