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1b Loan Agmt for TH212/101 GAP CITY OF CHANHASSEN 7700 Market Boulevard PO Box 147 Chanhassen, MN 55317 Administration Phone: 952.227.1100 Fax 952.227.1110 Building Inspections Phone 952.227.1180 Fax 952.227.1190 Engineering Phone 952.227.1160 Fax: 952.227.1170 Finance Phone 952.227.1140 Fax 952.227.1110 Park & Recreation Phone 952.227.1120 Fax 952.227.1110 Recreation Center 2310 Coulter Boulevard Phone 952.227.1400 Fax 952.227.1404 Planning & Natural Resources Phone 952.227.1130 Fax 952.227.1110 Public Works 1591 Park Road Phone 952.227.1300 Fax 952.227.1310 Senior Center Phone 952.227.1125 Fax 952.227.1110 Web Site www.ci.chanhassen.mn.us 1¡, MEMORANDUM TO: Todd Gerhardt, City Manager FROM: Paul Oehme, Dir. of Public Works/ City Engineer, ¿ J?_ r-J'~Y April 6, 2005 DATE: SUBJ: Approve Loan Agreement with MnDOT for TH 212/TH 101 Gap Bonding - Project 03-09-3 REQUESTED ACTION Approval of loan agreement with MnDOT for TH 212/TH 101 Gap project. BACKGROUND On July 28, 2003, the City Council adopted a resolution supporting the accelerated funding of new TH 212. On March 22, 2004, the City Council adopted a resolution granting Municipal Consent of the TH 212 project. On September 13, 2004, the City Council held a public hearing on the 2005 MUSA Improvements. On January 10,2005, the City Council received an update on the TH 212 project and discussed using State bonding to pay for the City improvements. On February 14,2005, the City Council ordered the 2005 MUSA Improvements to be built in conjunction with the TH 212 project. On February 28, 2005, the City Council approved the Cooperative Agreement with MnDOT for TH 212. On March 14,2005, the Council was updated on the proposed loan agreement with MnDOT for the TH 212 and TH 101 Gap project. On March 28, 2005, a public hearing was held to fulfill the public notification requirements for the bonding and assessment requirements of these two projects. DISCUSSION Staff is recommending entering into a loan agreement with the State of Minnesota to help pay for the improvements to be built with TH 212 and the 101 Gap project. MnDOT has created and established a program ("MnDOT GO Bond Local Loan Program") that implements the provisions contained in Minn. Stat. § 174.52 Subd. 2 to assist local units of government in paying for local costs for trunk highway projects. At the September 13, 2004 MUSA public hearing, projects and costs were identified to be built in conjunction with the TH 212 project. On March 28, 2005, a public hearing was held that identified The City ot Chanhassen · A growing community with clean lakes, quality schools, a charming downtown, thriving businesses, winding trails, and beautiful parks. A great place to live, work, and play. Todd Gerhardt April 6, 2005 Page 2 the rest of the improvements to be constructed along with the TH 212 project and the TH 101 GAP project. The total amount recommended to be bonded for is $4,067,000. This cost will be offset by assessments to benefiting property owners, municipal state aid funds, and enterprise funds. Attached is a breakdown of these costs. The terms of the state loan are as follows: ~ Funds will be drawn down from the loan account as the improvements are constructed. ~ The interest rate will be variable as determined by what the State of Minnesota bond sales. 2004 interest rate is set at 3.81 % until August, 2005. The interest rate will be adjusted based on future State bond sales. ~ Interest payments will only be required for the first 3 years. ~ First principal payment is due February 1, 2008. ~ The loan will be for 10 years starting February 1, 2008. ~ Cities may my make additional principle payments at any time and prepay the loan off at any time. ~ The State will not charge the City for any origination fees. The benefits to using the states loan program verses the City selling bonds for the project are as follows: ~ The City will have the flexibility to make additional principle payments at any time and prepay the loan off at any time. ~ No principal payments are due until February 1,2008. ~ Does not count against our bank qualification. ~ The State will not charge the City for any origination fees. Staff feels entering into the loan agreement is the best mechanism for paying for the TH 212 and TH 101 Gap project. Staff requests that if the loan agreement is approved, staff will be able to make minor changes to the agreement after approval. Attachments: 1. Loan Agreement 2. Resolution Approving Loan Agreement 3. Loan Agreement Cost Summary c: Mary Ippel- Briggs and Morgan, P.A Jon Chiglo- MnDOT Rick Kjonaas- MnDOT William Kuretsky - State of Minnesota Bruce Dejong- Ehlers, Inc. G:\ENG\TH 312\Bondillg & Assessmcnts\040405 bkgd apprv loan agr mndot.doc Minnesota Department of Transportation General Obligation Bond Local Loan Program LOAN AGREEMENT THIS LOAN AGREEMENT, shall be effective as of the _ day of 20_, and is made and entered into by and between a ("Local Entity"), and the Minnesota Department of Transportation ("MnDOT"). RECIT ALS I. Minn. Stat § 174.52 Subd. 2 establishes a procedure under which MnDOT may provide loans to statutory or home rule charter cities, towns and counties, the proceeds of which will be used by such local entities to pay such local entities cost sharing portion of a trunk highway project. II. MnDOT has created and established a program ("MnDOT GO Bond Local Loan Program") to implement the provisions contained in Minn. Stat. § 174.52 Subd. 2. III. The Local Entity has requested a loan under the MnDOT GO Bond Local Loan Program. IV. MnDOT has approved the Local Entity's request for a loan under the MnDOT GO Bond Local Loan Program, which such loan is to be repaid in accordance with the provisions contained herein. V. MnDOT requires that anYTecipient of a loan under the MnDOT GO Bond Local Loan Program must enter into an agreement with MnDOT regarding the receipt, use, and repayment of such loan. NOW THEREFORE, in consideration of the mutual promises contained herein, the Local Entity and MnDOT do hereby agree as follows: Article I DEFINITIONS Section 1.01 Defined Terms. As used in this Loan Agreement, the following terms shall have the meanings set out respectively after each (such meanings to be equally applicable to both the singular and plural forms of the terms defined): "Additional Loan Documents" - means those additional documents, if any, that MnDOT has required the Local Entity to enter into, execute and deliver to MnDOT in conjunction with MnDOT's providing of the GO Bond Local Loan to the Local Entity and which are delineated in Exhibit A attached hereto. MnDOT Bond Accelerated Loan Program Loan Agreement 1 Ver 4/1/05 (MnDOT GO Bnd LeI Ln Prgrm Agrmnt) "Amortization Starting Date" - means the 1st day of February, 2008, which is the date on which the first amortized payment for the GO Bond Local Loan is due and payable. "Amortization Ending Date" - means the day and date that is 10 years after the Amortization Starting Date, which is the date on which the GO Bond Local Loan is required to be paid in full. "Annual Amortization Payment Date" - means the same month and day of each calendar year as the month and day for the Amortization Starting Date. "Debt Instrument" - means a debt instrument that evidences the GO Bond Local Loan and creates a general obligation on the part of the Local Entity to repay the GO Bond Local Loan in accordance with the provisions contained in Section 2.3 herein. "Event of Default" - means those events of default specified in Section 5.1 herein. "GO Bond Local Loan" - means a loan from MnDOT to the Local Entity under the MnDOT GO Bond Local Loan Program in an amount not to exceed the Maximum GO Bond Local Loan Amount, the amount of which at any point iIl time shall be equal to the cumulati ve sum of (i) all Periodic Construction Disbursements that exist as of such time, (ii) plus the interest accrued on such Periodic Construction Disbursements as of such time, (iii) minus all interest payments that Local Entity has made to MnDOT for the GO Local Loan as of such time, and (iv) minus all principal payments that the Local Entity has made to MnDOT for the GO Local Loan as of such time. "Loan Agreement" - means this Minnesota Department of Transportation General Obligation Bond Local Loan Program Loan Agreement. "Local Entity" - means the statutory or home rule charter city, town or county delineated in the preamble to this Loan Agreement. "Maximum GO Bond Local Loan Amount" - means an amount of $4,067,000. "MnDOT" - means the Minnesota Department of Transportation acting by and through the commissioner thereof or the commissioner's designee. "MnDOT GO Bond Local Loan Program" - means a program created and established by MnDOT to implement the provisions contained in Minn. Stat. § 174.52 Subd. 2. "Periodic Construction Disbursement(s)" - means each of the periodic disbursements and transfers of the proceeds of the GO Bond Local Loan in accordance with the provisions contained in Section 3.2 herein. "Periodic Construction Disbursement Amortization Payment(s)" - means the annual amortization payment imposed and to be paid on a corresponding Periodic Construction, Disbursement, which is established in accordance with the provisions contained in Section 2.1.3 herein. MnDOT Bond Accelerated Loan Program Loan Agreement 2 Ver 4/1/05 (MnDOT GO Bnd leI Ln Prgrm Agrmnt) " "Periodic Construction Disbursement Interest Rate(s)" - means the interest rate imposed and to be paid on a corresponding Periodic Construction Disbursement, which is established in accordance with the provisions contained in Section 2.1.2 herein. Section 1.02. Other Definitional Terms. The words "hereof", "herein" and "hereunder" and words of similar import when used shall refer to this Loan Agreement as a whole and not to any particular provision of this Loan Agreement. Unless otherwise expressly provided, references to Sections, Exhibits, Attachments, Schedules and like references are to the Sections in and Exhibits, Attachments and Schedules attached to and incorporated by reference into this Loan Agreement, and references to an Article or Section constitute reference to all subsections included thereunder. Article II LOAN, USE OF PROCEEDS, AND CONDITIONS OF REPAYMENT Section 2.1 Loan. MnDOT agrees, on the terms and subject to the conditions herein set forth, to make the GO Bond Local Loan to the Local Entity and the proceeds thereof shall be disbursed in accordance with the provisions contained in Section 3.2 herein. The Local Entity's obligation to repay the GO Bond Local Loan and all interest accrued thereon is a general obligation of the Local Entity due and payable in accordance with the repayment provisions contained in Section 2.3 herein, is not limited to any specific source of income or assets, and shall be evidenced by the Debt Instrument, which such instrument shall be executed by the Local Entity and deli vered to MnDOT. The amount of the GO Bond Local Loan at any specific point in time and the Periodic Construction Disbursement Interest Rates and the Periodic Construction Disbursement Amortization Payments shall be established in accordance with the following provisions. 2.1.1 GO Bond Local Loan. At any point in time the amount of the GO Bond Local Loan will be in an amount equal to the cumulative sum of (i) all Periodic Construction Disbursements that exist as of such time, (ii) plus the interest accrued on such Periodic Construction Disbursements as of such time, (iii) minus all interest payments that Local Entity has made to MnDOT for the GO Local Loan as of such time, and (iv) minus all principal payments that the Local Entity has made to MnDOT for the GO Local Loan as of such time. If it is mutually determined and agreed by the Local Entity and MnDOT that MnDOT needs funds in excess of the Maximum GO Bond Local Loan Amount or does not need the full amount of the Maximum GO Bond Local Loan Amount, then such parties shall enter into and execute an amendment to this Loan Agreement, the Debt Instrument, and, if applicable, the Additional Loan Documents, if any, that will increase or decrease such amount to an amount mutually agreed to by such parties. 2.1.2 Periodic Construction Disbursement Interest Rate. The Periodic Construction Disbursement Interest Rate for each specific Periodic Construction Disbursement shall be established by the Minnesota Department of Finance, and such interest rate shall be MnDOT Bond Accelerated Loan Program Loan Agreement 3 Ver 4/1/05 (MnDOT GO Bnd leI Ln Prgrm Agrmnt) established by adding 0.25% to the single interest rate that corresponds to the true interest cost for the specific State of Minnesota general obligation bond issue from which each specific Periodic Construction Disbursements is funded. 2.1.3 Periodic Construction Disbursement Amortization Payments. The Periodic Construction Disbursement Amortization Payment for each specific Periodic Construction Disbursements shall be established by the Minnesota Department of Finance, and shall be established by determining what dollar amount of equal annual payments at the Periodic Construction Disbursement Interest Rate for such Periodic Construction Disbursement will be needed to fully amortize and pay-off the specific Periodic Construction Disbursement in equal annual payments with the first payment being due on the Amortization Starting Date for those Periodic Construction Disbursements that occur prior to the Amortization Starting Date and on the next occurring Annual Amortization Payment Date for those Periodic Construction Disbursements that occur after the Amortization Starting Date, subsequent annual payments being due on the Annual Amortization Payment Date..for each successive year, and the last payment being due on the Amortization Ending Date. Section 2.2 Use of Loan Proceeds. Local Entity shall use the proceeds of the GO Bond Local Loan to pay the amounts due and owing by the Local Entity to MnDOT under the following agreement: * That certain State of Minnesota Department of Transportation Cooperative Construction Agreement - MnDOT Agreement No. _, by and between the State of Minnesota, Department of Transportation and Section 2.3 Repayment of Loan. The Local Entity shall repay the GO Bond Local Loan to MnDOT in accordance with the following terms and conditions: 2.3.1 Interest. Only. Local Entity shall pay interest only on each Periodic Construction Disbursement (at the Periodic Construction Disbursement Interest Rate corresponding to each such disbursement) from the date that MnDOT makes each such disbursement to the Amortization Starting Date for those Periodic Construction Disbursements that occur prior to the Amortization Starting Date and to the next occurring Annual Amortization Payment Date for those Periodic Construction Disbursements that occur after the Amortization Starting Date, with the payment of such interest to be made on such dates. 2.3.2 Amortized Payments. Starting on the Amortization Starting Date for those Periodic Construction Disbursements that occur prior to the Amortization Starting Date and on the next occurring Annual Amortization Payment Date for those Periodic Construction Disbursements that occur after the Amortization Starting Date, the Local Entity shall make and pay to MnDOT annual payments on the Amortization Starting Date and subsequent Annual Amortization Payment Dates equal to the sum of all of the Periodic Construction Disbursement Amortization Payments still due and payable as of such dates. 2.3.3 Final Payment. Notwithstanding anything to the contrary contained herein, the remaining outstanding balance of the GO Bond Local Loan (i.e., the cumulative sum of MnDOT Bond Accelerated Loan Program Loan Agreement 4 Ver 4/1/05 (MnDOT GO Bnd Lei Ln Prgrm Agrmnt) all of the Periodic Construction Disbursements that have not been previously repaid), if any, and all unpaid interest accrued thereon, if any, shall become due and payable in one lump sum on the Amortization Ending Date. 2.3.4 Prepayment. The Local Entity may at any time prepay the GO Bond Local Loan in whole or in part, provided, however, if such prepayment is a partial prepayment then such prepayment shall be applied equally against the last payments due under the Debt Instrument and such prepayment shall not alter the annual payments described in Section 2.3.2 hereinabove up and through the date on which the GO Bond Local Loan has been paid in full. Article III ADDITIONAL ITEMS SUPPLIED BY LOCAL AGENCY AND DISBURSEMENT OF LOAN PROCEEDS Section 3.1 Items to be Supplied by Local Entity. As a condition to MnDOT funding the GO Bond Local Loan and MnDOT's disbursement of any of the proceeds thereof to Local Entity, the Local Entity must deliver the following items to MnDOT. 3.1.1 A fully executed original of this Loan Agreement duly executed by the Local Entity. 3.1.2 An original Debt Instrument, in form and content acceptable to MnDOT, duly executed by the Local Entity. 3.1.3 Fully executed Additional Loan Documents, if any, duly executed by the Local Entity and all other parties to such documents. 3.1.4 A resolution of the Local Entity's governing body that (i) authorizes the Local Entity to obtain the GO Bond Local Loan, (ii) authorizes the Local Entity to execute this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, and (iii) specifies, by name and not merely by title, those individuals who are authorized to execute documents on behalf of the Local Entity that relate to the GO Bond Local Loan, which such document includes, but is not limited to, this Loan Agreement. 3.1.5 An opinion of legal counsel representing the Local Entity addressed to MnDOTthat states that such legal counsel has performed whatever due diligence it deemed necessary and that opines and confirms that the representations, warranties and covenants contained in Sections 4.1.1 through 4.1.7 herein, and such other and additional representations, warranties, and covenants relative to the transactions contemplated by this Loan Agreement as MnDOT may reasonably request, are true and correct and that the Local Entity is in full compliance with such representations, warranties and covenants. Such opinion may be limited as to the actual knowledge of such legal counsel as to the matters referred to in Sections 4.1.6 and 4.1.7 herein. MnDOT Bond Accelerated Loan Program Loan Agreement 5 Ver 4/1/05 (MnDOT GO Bnd Lei Ln Prgrm Agrmnt) Section 3.2 Disbursement of Loan Proceeds. The proceeds of the GO Bond Local Loan shall be disbursed by MnDOT to or for the benefit of the Local Entity by way of Periodic Construction Disbursements in accordance with the following provisions. 3.2.1 MnDOT shaJl make, disburse, and transfer Periodic Construction Disbursements as such proceeds are needed by MnDOT to pay for expenses incurred by MnDOT that are to be paid for from such disbursements. 3.2.2 Each Periodic Construction Disbursement shall be accomplished by way of an accounting transfer in the financial records of MnDOT that establishes (i) the dollar amount of each such Periodic Construction Disbursement, (ii) the Periodic Construction Disbursement Interest Rate for each such Periodic Construction Disbursement, and (iii) the Periodic Construction Disbursement Amortization Payment for each such Periodic Construction Disbursement. 3.2.3 For each Periodic Construction Disbursement MnDOT shall notify the Local Entity, in writing, of (i) the date of such Periodic Construction Disbursement, (ii) the dollar amount of such Periodic Construction Disbursement, (iii) the Periodic Construction Disbursement Interest Rate for each such Periodic Construction Disbursement, and (iii) the Periodic Construction Disbursement Amortization Payment for each such Periodic Construction Disbursement. Article IV REPRESENTATIONS, COVENANTS AND WARRANTIES Section 4.1 Representations, Warranties and Affirmative Covenants. Local Entity represents, warrants and affirmatively covenants as follows: 4.1.1 It is a statutory or home rule city, town or county under the laws of the State of Minnesota. 4.1.2 It has legal authority and is duly authorized to incur the indebtedness evidenced by this Loan Agreement and the Debt Instrument, and to enter into, execute, and deliver this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any. 4.1.3 It has taken all actions, including but not limited to, any referendum requirements, necessary and incident to its incuITence of the indebtedness evidenced by this Loan Agreement and the Debt Instrument, and its execution and deli very of this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any. 4.1.4 This Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, have been duly and validly authorized, executed and delivered, and create legal, valid and binding obligations of the Local Entity enforceable against the Local Entity in accordance with their respective terms, except to the extent the enforceability thereof may be limited by bankruptcy, insolvency or other laws affecting creditor's rights, or the application of equitable principles generally. MnDOT Bond Accelerated Loan Program Loan Agreement 6 Ver 4/1 /05 (MnDOT GO End LeI Ln Prgrm Agrmnt) 4.1.5 Its execution and deli very of this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, and its incurrence of the indebtedness evidenced by this Loan Agreement and the Debt Instrument does not violate any provision of law or any of its organizational documents. 4.1.6 It is not in violation of any provisions of its organizational documents or of the laws of the State of Minnesota that would impair its ability (i) to incur the indebtedness evidenced by this Loan Agreement and the Debt Instrument, (ii) to enter into this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, or (iii) to perform any of the acts required of it under this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. 4.1.7 There is no litigation or proceedings pending, or to its knowledge threatened, before or by any judicial body or governmental authority, against or affecting it, and it is not in default with respect to any order, writ, injunction, decree, or demand of any court or any governmental authority, which would impair its ability (i) to incur the indebtedness evidenced by this Loan Agreement and the Debt Instrument, (ii) to enter into this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, or (iii) to perform any of the acts required of it under this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. 4.1.8 Neither the execution and delivery of this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, nor compliance with any of the terms, conditions, requirements or provisions contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, is prevented by, is a breach of, or will result in a breach of any term, condition or provision of any agreement or document to which it is now a party or by which it is bound. 4.1.9 It will comply with all of the terms, conditions, provisions and requirements contained in this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, and will do so in full and complete compliance with all applicable federal, state and local laws, regulations, rules and ordinances. 4.1.10 No Event of Default or event that would constitute an Entity Event of Default but for the requirement that notice be given or that a period of grace or time elapse, currently exists. 4.1.11 It will provide information to MnDOT, as soon as possible and in any event within 7 days after it has obtained knowledge of the occurrence, of each Event of Default or each event which with the giving of notice or lapse of time or both would constitute an Event of Default, setting forth details of such Event of Default or event and the action which it proposes to take with respect thereto. 4.1.12 It will furnish from time to time such satisfactory evidence regarding the representations and warranties described herein as may be required by MnDOT. MnDOT Bond Accelerated Loan Program Loan Agreement 7 Ver 4/1/05 (MnDOT GO Bnd LeI Ln Prgrm Agrmnt) Section 4.2 Negative Covenants. Local Entity agrees that it will not, without the prior written consent of MnDOT, participate in any act or activity that would be prohibited by the provisions contained in this Loan Agreement, Debt Instrument, or the Additional Loan Documents, if any. Article V EVENTS OF DEFAULT AND RIGHTS AND REMEDIES Section 5.1 Events of Default. The following shall, upon MnDOT supplying written notice to Local Entity and failure by Local Entity to cure within one year of such written notice, constitute an Event of Default: 5.1.1 Local Entity's failure to make, or cause to be made, any of the payments due under this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. 5.1.2 Any representation or WaITanty made by Local Entity in this Loan Agreement, the Debt Instrument, the Additional Loan Documents, if any, or in any financial statement, certificate, or report furnished pursuant to such documents, or in order to induce MnDOT to make the GO Bond Local Loan, shall prove to be untrue in any material respect or materially misleading as of the time such representation or warranty was made and if correctly made would have affected MnDOT's selection of the Local Entity for receipt of the GO Bond Local Loan or the amount or terms of the GO Bond Local Loan that MnDOT agreed to supply to the Local Entity. 5.1.3 Local Entity shall be in default under, or in breach of, any of the terms of this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, and such default or breach shall not be cured or waived by MnDOT within the period or periods of grace, if any, applicable thereto. 5.1.4 Local Entity shall (i) make an assignment for the benefit of its creditors, (ii) be dissolved, (iii) commit an act of bankruptcy under the United States Bankruptcy Act (as now or hereafter amended), (iv) admit in writing its inability to pay its debts as they become due, (iv) file a petition in bankruptcy, (v) become or be adjudicated a bankrupt or insolvent, however defined, (vi) file a petition seeking any reorganization, dissolution, liquidation, arrangement, composition, readjustment or similar relief under any present or future bankruptcy or insolvency statute, law or regulation, (vii) file an answer admitting to or not contesting the material allegations of a petition filed against it in such proceedings, or shall not, within three months after the filing of such a petition against it, have the same dismissed or vacated, (viii) seek or consent to or acquiesce in the appointment of any trustee, receiver or liquidator of a material part of its properties, or shall not, within three months after the appointment (without its consent or acquiescence) of a trustee, receiver or liquidator of any material part of its properties, have such appointment vacated, and MnDOT reasonably determines that the affect thereof would substantially impair Local Entity's ability to perform any of its obligations contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. MnDOT Bond Accelerated Loan Program Loan Agreement 8 Vcr 4/1/05 (MnDOT GO Bnd lei Ln Prgrm Agrmnt) 5.1.5 A court of competent jurisdiction shall, without the consent or acquiescence of MnDOT, enter an order, judgment or decree approving a petition filed against Local Entity seeking any reorganization, dissolution or similar relief, and MnDOT reasonably determines that the affect thereof would substantially impair Local Entity's ability to perform any of its obligations contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. 5.1.6 A court of competent jurisdiction shall enter an order, judgment or decree, and MnDOT reasonably determines that the affect thereof would substantially impair Local Entity's ability to perform any of its obligations contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any. Section 5.2 Rights and Remedies. Upon the occurrence of an Event of Default and at any time thereafter until such Event of Default is cured to the satisfaction of MnDOT, MnDOT may, at its sole option and discretion, exercise any and all of the following rights and remedies: 5.2.1 Refrain from disbursing all or a portion of the proceeds of the GO Bond Local Loan; provided, however, MnDOT may make such disbursements after the occurrence of an Event of Default without thereby waiving its rights and remedies hereunder, or waiving its right to make any additional disbursements. 5.2.2 Declare immediately due and payable all unpaid principal, accrued interest, and other amounts due under this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, and the same shall thereupon be immediately due and payable without presentment or other demand, protest, notice of dishonor or any other notice of any kind, all of which are hereby expressly waived. 5.2.3 Initiate litigation for the breach of any term, condition, covenant, requirement and/or provision contained in this Loan Agreement, the Debt Instrument, the Additional Loan Documents, if any, and to recover damages for such breach. 5.2.4 Apply to any court, state or federal, for (i) specific performance of any term, condition, covenant, requirement and/or provision contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, (ii) an injunction against any violation of any term, condition, covenant, requirement and/or provision contained in this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, or (iii) such other relief as may be appropriate since the injury to MnDOT arising from a default under any of the terms, conditions, covenants requirements and/or provisions of this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any would be irreparable and the amount of damage would be difficult to ascertain. 5.2.5 Assert any other rights and remedies it may have under law or equity. Section 5.3 Rights and Remedies Cumulative. The rights and remedies hereunder, whether provided by operation of law or equity, shall be cumulative and the exercise of one or more of such remedies shall not be construed to preclude or waive the right to exercise, at the same or different times, any of the other such remedies for the same default or breach, or of any MnDOT Bond Accelerated Loan Program Loan Agreement 9 Ver 4/1105 (MnDOT GO Bnd leI Ln Prgrm Agrmnt) other remedy for any other default or breach. No waiver made with respect to the performance, or manner or time thereof, of any obligation or condition contained or referred to herein, shall be considered a waiver of any rights beyond those expressly waived in writing and to the extent thereof, or a waiver in any respect in regard to any other rights or any other obligations. No delay or failure to exercise any right or remedy shall be a waiver of such right or remedy, and no single or partial exercise of any right or remedy shall preclude other or further exercise thereof for the exercise of any other right or remedy at any other time. Article VI MISCELLANEOUS Section 6.1 Inducement to MnDOT. The representations and warranties contained in this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, are made by the Local Entity as an inducement to MnDOT to make the GO Bond Local Loan, and the Local Entity understands that MnDOT is relying on such representations and warranties and that such representations and warranties shall survive the repayment of the GO Bond Local Loan and any bankruptcy proceedings involving the Local Entity. Section 6.2 Expenses. Whether or not any disbursement of the proceeds of the GO Bond Local Loan shall be made hereunder, Local Entity agrees to reimburse MnDOT for all reasonable out-of-pocket expenses actually incurred by MnDOT in the exercise of any right or remedy available to MnDOT under this Loan Agreement, the Debt Instrument, or the Additional Loan Documents, if any, which shall include, but not limited to, reasonable legal expenses and attorneys' fees. Section 6.3 Inconsistencies. If any of the provisions contained in this Loan Agreement are in conflict with any of the provisions contained in the Debt Instrument or the Additional Loan Documents, if any, then the conflicting provision contained in the Debt Instrument or the Additional Loan Documents, if any, shall control. Section 6.4 Amendments and Modifications. This Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, may not be orally amended, changed or modified, and any such amendment, change and/or modification must be in writing and executed by the party or parties against whom it is to be enforced. Section 6.5 Governing Law and Venue. The interpretation and enforcement of this Loan Agreement, the Debt Instrument, and the Additional Loan Documents, if any, shall be governed by the laws of the State of Minnesota, and any action regarding or arising out of any such document shall be commenced and venued in the District Court for the County of Ramsey, State of Minnesota. Section 6.6 Entire Agreement. This Loan Agreement along with the Debt Instrument, and the Additional Loan Documents, if any, contain the entire agreement of the parties on the matters covered therein, and supersede any and all other agreements which may have previously been made by such parties whether verbal or in writing. MnDOT Bond Accelerated Loan Program Loan Agreement 10 Ver 4/1/05 (MnDOT GO Bnd LeI Ln Prgrm Agrmnt) Section 6.7 Addresses for Notices. All notices to be given by either party to the other hereunder shall be in writing and deemed to have been given when personally delivered or when deposited in the United States Mail, registered, certified or regular, postage prepaid, addressed as follows: To the Local Entity at: Attention: To MnDOT at: Attention: or addressed to any such party at such other address as such party shall hereafter furnish by notice to the other party. Any notice delivered personally to Local Entity shall be delivered to an officer of Local Entity, and any notice delivered personally to MnDOT shall be delivered to the individual to whom notices to MnDOT are to be brought to the attention of as specified in this Section. Section 6.8 Time of Essence. Time is of the essence in the performance of this Loan Agreement. Section 6.9 Binding Effect and Assignment. This Loan Agreement shall be binding upon and inure to the benefit of Local Entity and MnDOT and their respective successors and assigns, except that the Local Entity may not transfer or assign its rights hereunder without the prior written consent of MnDOT. Section 6.10 Headings. The headings in this Loan Agreement are for. convenience only, and shall not be used to interpret or construe any provisions contained herein. Section 6.11 Severability. In the event that any provision or clause of this Loan Agreement is deemed to conflict with applicable law, be unconstitutional, or be against public policy, then such conflict or determination shall not affect the other provisions herein that can be given effect without the conflicting or invalid provision, and to this end the provisions of the Loan Agreement are declared to be severable. Section 6.12 Counterparts. This Loan Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be an original and all of such counterparts shall together constitute one and the same instrument. MnDOT Bond Acceleratcd Loan Program Loan Agreement 11 Ver 4/1 /05 (MnDOT GO Bnd lei Ln Prgrm Agrmnt) Section 6.13 Additional Requirements. The Local Entity and MnDOT agree to comply with the following additional requirements. (If there are no additional requirements then insert the word "NONE".) (THE REMAINING PORTION OF THIS PAGE W AS INTENTIONALLY LEFT BLANK) MnDOT Bond Accelerated Loan Program Loan Agreement 12 Ver 4/1/05 (MnDOT GO Bnd lei Ln Prgrm Agrmnt) IN WITNESS WHEREOF, the parties hereto have set their hands to this Minnesota Department of Transportation Bond Accelerated Local Loan Program Loan Agreement on the day and year specified immediately below their respective signatures. LOCAL AGENCY: a By: Its: And Its: Executed on the of ,20_ MnDOT Bond Accelerated Loan Program Loan Agreement 13 Ver 4/1 /05 (MnDOT GO Bnd Lei Ln Prgrm Agrmnt) MnDOT Minnesota Department of Transportation Recommended for Approval: By: District Engineer Approved: By: Deputy Commissioner/Chief Engineer Executed on the of ,20_ COMMISSIONER OF ADMINISTRATION By: Executed on the of ,20_ MnDOT Bond Accelerated Loan Program Loan Agreement 14 Ver 4/1105 (MnDOT GO Bnd leI Ln Prgrm Agrmnl) Exhibit A ADDITIONAL LOAN DOCUMENTS [If there are no Additional Loan Documents insert the word "NONE".] MnDOT Bond Accelerated Loan Program Loan Agreement 15 Ver 4/1 /05 (MnDOT GO Bnd Lei Ln Prgrm Agnnnt) CITY OF CHANHASSEN CARVER AND HENNEPIN COUNTIES, MINNESOTA DATE: April 11, 2005 RESOLUTION NO: 2005- MOTION BY: SECONDED BY: RESOLUTION APPROVING THE LOAN AGREEMENT, AUTHORIZING THE ISSUANCE OF $4,067,000 TAXABLE GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 2005A, PLEDGING FOR THE SECURITY THEREOF SPECIAL ASSESSMENTS AND LEVYING A TAX FOR THE PA YMENT THEREOF Pursuant to due call, a regular or special meeting of the City Council of the City of Chanhassen, Carver and Hennepin Counties, Minnesota, was duly held at the City Hall on April 11,2005, at 7:00 P.M., for the purpose, in part, of authorizing the issuance of $4,067,000 Taxable General Obligation Improvement Bonds, Series 2005A. A. WHEREAS, Minnesota Statutes, Section 174.52, Subdivision 2 establishes a procedure under which the Minnesota Department of Transportation ("MnDOT") may provide loans to statutory or home rule charter cities, towns and counties, the proceeds of which will be used by such local entities to pay such local entities' cost sharing portion of a trunk highway project; and B. WHEREAS, MnDOT has created and established a general obligation bond local loan program (the "Program") to implement the provisions contained in Minnesota Statutes, Section 174.52, Subdivision 2; and C. WHEREAS, the City has requested a loan under the Program, and MnDOT has approved said request, which such loan is to be repaid in accordance with the provisions of a loan agreement (the "Loan Agreement") dated as of the date of the Bond by and between the City of Chanhassen, Minnesota (the "City") and MnDOT; and D. WHEREAS, the City Council of the City of Chanhassen, Minnesota has heretofore determined and declared that it is necessary and expedient to issue $4,067,000 Taxable General Obligation Improvement Bonds, Series 2005A (the "Bonds" or individually a "Bond"), pursuant to Minnesota Statutes, Chapters 429 and 475, to finance the construction of various street, sewer and water improvements (the "Improvements") in the City; and: E. WHEREAS, the Improvements and all their components have been ordered on or prior to the date hereof, after a hearing thereon for which mailed and published notice was duly given as required by law describing the Improvements and all their components by general nature, estimated cost and area to be assessed; and F. WHEREAS, the City has retained Ehlers & Associates, Inc., in Roseville, Minnesota ("Ehlers"), as its independent financial advisor for the sale of the Bonds and was therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); 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 State of Minnesota, acting through the Commissioner of Finance (the "Purchaser"), to purchase a $4,067,000 Taxable General Obligation Improvement Bond, Series 2005A of the City (the "Bond"), at the rates of interest hereinafter set forth, and to pay therefor the sum of $4,067,000, is hereby accepted. 2. Title; Original Issue Date; Denominations; Maturitv. The Bond shall be titled "Taxable General Obligation Improvement Bonds, Series 2005A", shall be dated the date of delivery, as the date of original issue and shall be issued forthwith on or after such date as a fully registered bond. The Bond shall be in the denomination of the entire principal amount and shall be held in the Commissioner of Finance Treasury Vault. The principal amount of the Bond which has been disbursed from time to time as provided in the Loan Agreement and accrued interest thereon shall be amortized as set forth in the Loan Agreement and shall be paid in annual installments on each June 1 commencing June 1,2008 or such other date as set forth in the Loan Agreement. The Bond shall mature, and the entire outstanding principal amount of the Bond plus accrued and unpaid interest thereon shall be paid, on June 1, 2017, or such other date as set forth in the Loan Agreement, unless called for earlier redemption, (the "Maturity Date"). 3. Purpose. The Bonds shall provide funds to finance the Improvements. The total cost of the Project, 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. The City covenants that it shall do all things and perform all acts required of it to assure that work on the Project proceeds with due diligence to completion and that any and all permits and studies required under law for the Project are obtained. 4. Interest. The Bond shall bear interest on so much of the principal amount of the Bond as (i) may be disbursed from time to time as provided in the Loan Agreement and (ii) remains unpaid, from the date of each disbursement until the principal amount of the Bond has been paid or provided for, at the rate of interest as determined in Section 2.3 of the Loan Agreement, payable on each June 1, commencing June 1,2006, or such other date as set forth in the Loan Agreement. Interest shall accrue only on the aggregate amount of the Bond which has been disbursed and is unpaid under the Loan Agreement. Interest shall be computed on the basis of a 360 day year of twelve 30-day months. 5. Redemption. The Bond is subject to redemption and prepayment at the option of the Authority, on any date at a price of par plus accrued interest. Redemption may be in whole or in part of the Bond subject to prepayment. If redemption is in part, the latest maturities of principal shall be prepaid first. The principal of the Bond called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. 6. Bond Registrar. The Finance Director of the City 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 1752945vl 2 also serve as paying agent unless and until a successor paying agent is duly 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. 7. Form of Bond. The Bonds, together with the Certificate of Registration, shall be in substantially the following form: 1752945vl 3 UNITED STATES OF AMERICA ST ATE OF MINNESOTA CARVER AND HENNEPIN COUNTIES CITY OF CHANHASSEN R-l $4,067,000 TAXABLE GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 2005A REGISTERED OWNER: ST A TE OF MINNESOTA, ACTING THROUGH THE COMMISSIONER OF FINANCE The City of Chanhassen, Carver and Hennepin Counties, Minnesota (the "Issuer"), acknowledges that it is indebted and, for value received, hereby promises to pay to the registered owner specified above, or registered assigns, unless called for earlier redemption, in the manner hereinafter set forth, in the amounts and at the times described below, and to pay interest on so much of the principal amount of the debt as (i) may be disbursed from time to time as provided in the Loan Agreement (as defined below) and (ii) remains unpaid, from the date of each disbursement until the principal amount hereof is paid or has been provided for at the rate per annum as set forth in the Loan Agreement (as defined below) on each June 1, commencing June 1,2006, or such other date as set forth in the Loan Agreement, until the principal sum is paid or has been provided for. Interest shall accrue only on the aggregate amount of this Bond which has been disbursed under the Loan Agreement dated as of the date of the Bond (the "Loan Agreement"), by and between the Issuer and the Minnesota Department of Transportation. The principal shall be paid in the amount specified above even if at the time of payment the full principal amount of this Bond has not been disbursed; provided that if the full principal amount of this Bond is never disbursed, the amount of the principal not disbursed shall be applied to reduce the unpaid principal. 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 and premium, if any, on this Bond are payable upon presentation and surrender hereof at the office of the Finance Director of the Issuer (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. THE ISSUER HAS ELECTED TO ISSUE THIS BOND AS A TAXABLE OBLIGATION, AND ACCORDINGLY THE INTEREST ON THE BOND IS INTENDED TO BE INCLUDED IN GROSS INCOME FOR FEDERAL INCOME TAXATION PURPOSES AND, TO THE SAME EXTENT, IN BOTH GROSS INCOME AND TAXABLE NET INCOME FOR STATE INCOME TAXATION PURPOSES. Principal Payments. The principal amount of this Bond which has been disbursed from time to time as provided in the Loan Agreement and accrued interest thereon shall be amortized as set forth in Section 2.3 of the Loan Agreement and paid in annual installments each June 1 commencing June 1,2008, or such other date as set forth in the Loan Agreement. This Bond shall mature, and the entire outstanding principal amount of this Bond plus accrued and unpaid 1752945vl 4 interest thereon shall be paid, on June 1,2017, or such other date as set forth in the Loan Agreement, unless called for earlier redemption, (the "Maturity Date"). Date of Payment Not a Business Day. If the nominal date for payment of any principal of or interest on this Bond shall not be a business day of the Issuer or of the registered owner, then the date for such payment shall be the next such business day and payment on such business day shall have the same force and effect as if made on the nominal date of payment. Issuance; Purpose; General Obligation. This Bond is issued as a single instrument, to be held in the Commissioner of Finance Treasury Vault, under and 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, the governing body of the Issuer, on April 11, 2005 (the "Resolution") and the Loan Agreement, for the purpose of providing money to finance various street, sewer and water improvement projects in the City (the "Project"). This Bond is payable out of the Taxable General Obligation Improvement Bonds, Series 2005A 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. Optional Redemption. The principal of this Bond is subject to redemption and prepayment at the option of the Issuer on any date at a price of par plus accrued interest. Redemption may be in whole or in part of the principal amount of the Bond. If redemption is in part, the latest maturities shall be prepaid first. The principal of the Bond or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bond. Registration; Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration. Thereafter this Bond may be transfelTed to a bona fide purchaser only by delivery with an assignment duly executed by the registered owner or his, her or its legal representative, and the Issuer may treat the registered owner as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted hereon by the Treasurer. Taxable Interest. The interest on this Bond is included in the gross income of the owner hereof for purposes of United States income tax and to the same extent in both gross income and taxable net income for purposes of State of Minnesota income tax. 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 1752945vl 5 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. 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 manual signatures of its Mayor and its City Manager, the corporate seal of the Issuer having been intentionally omitted as permitted by law. Date of Registration: Registrable by: FINANCE DIRECTOR CITY OF CHANHASSEN, MINNESOTA April 13, 2005 Payable at: FINANCE DIRECTOR CITY OF CHANHASSEN, MINNESOTA CITY OF CHANHASSEN, CARVER AND HENNEPIN COUNTIES, MINNESOTA By: Its: Mayor By: Its: City Manager 1752945v I 6 CERTIFICA TE OF REGISTRA nON The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE OF REGISTRATION REGISTERED OWNER SIGNATURE OF FINANCE DIRECTOR State of Minnesota, acting through the Commissioner of Finance April 13, 2005 St. Paul, Minnesota 1752945vl 7 8. Execution; Temporary Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor and City Manager, the seal having been omitted on the Bonds as permitted by law. 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 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 the officer had remained in office until delivery. 9. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall be delivered by the Finance Director to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 10. Fund and Accounts. There is hereby established a special fund to be designated "Taxable General Obligation Improvement Bonds, Series 2005A Fund" (the "Fund") to be administered and maintained by the Finance Director 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. In such records there shall be established accounts or accounts shall continue to be maintained as the case may be, of the Fund for the purposes and in the amounts as follows: (a) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (i) all collections of special assessments herein covenanted to be levied with respect to the Improvements not already spent as permitted above and required to pay any principal and interest due on the Bonds or collected subsequent to the completion of the Improvements and payment of the costs thereof; (ii) accrued interest received upon delivery of the Bonds; (iii) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (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 goveming body of the City to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law. 11. Covenants Relating to the Bonds. (a) Assessments. It is hereby determined that no less than twenty percent of the cost to the City of each of the Improvements financed hereunder within the meaning of Minnesota Statutes, Section 475.58, Subdivision 1(3), shall be paid by special assessments to be levied against every assessable lot, piece and parcel of land benefitted by any of the Improvements. The City hereby covenants and agrees that it will let all construction contracts not heretofore let within one year after ordering each of the Improvements financed hereunder unless the resolution ordering the Improvements specifies a different time limit for the letting of construction contracts. The City hereby further covenants and agrees that it will do and perform as soon as they may be done all acts and things necessary for the final and valid levy of such special assessments, and in the event that any such assessment be at any time held invalid with 1752945vl 8 respect to any lot, piece or parcel of land due to any error, defect, or irregularity in any action or proceedings taken or to be taken by the City or the City Councilor any of the City officers or employees, either in the making of the assessments or in the performance of any condition precedent thereto, the City and the City Council will forthwith do all further acts and take all further proceedings as may be required by law to make the assessments a valid and binding lien upon such property. It is hereby determined that the assessments shall be payable in equal, consecutive, annual installments, with general taxes for the years shown below and with interest on the declining balance of all such assessments at a rate per annum not greater than the maximum permitted by law and not less than the rates per annum shown opposite their collection years specified below: Improvement Designation Amount Levy Years Collection Years Rate At the time the assessments are in fact levied the City Council shall, based on the then- current estimated collections of the assessments, make any adjustments in any ad valorem taxes required to be levied in order to assure that the City continues to be in compliance with Minnesota Statutes, Section 475.61, Subdivision 1. (b) 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 2005-2015 2006- 2016 See attached levy schedule The tax levies are such that if collected in full they, together with estimated collections of special assessments and 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. For purposes of determining the tax levies, the City has used an estimated rate of interest of 5.00% on the Bonds, in accordance with Minnesota Statutes, Section 475.56, Subdivision (c). The tax levies shall be irrepealable so long as any of the Improvement Portion of the Bonds are outstanding and unpaid, provided that the City 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. 11. Loan Agreement. The Loan Agreement is hereby approved in substantially the form heretofore presented to the City Council and, as executed, is hereby incorporated by reference and made a part of this resolution. The execution of the Loan Agreement by the Mayor and Manager of the City shall be conclusive evidence of the approval of the Loan Agreement in accordance with the terms hereof. The Loan Agreement may be attached to the Bond, and shall be attached to the Bond if the holder of the Bond is any person other than the Purchaser. 1752945v I 9 12. 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. 13. 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. 14. Certificate of Registration. A certified copy of this resolution is hereby directed to be filed in the offices of the County Auditor of Carver County and the Director of Property Tax and Public Records of Hennepin County, Minnesota together with such other information as the County Auditor and Director shall require, and to obtain the County Auditor's and Director's Certificates that the Bonds have been entered in their respective Bond Registers. 15. 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. 16. Taxable Status of the Bonds. It is hereby determined that the Bond is to be issued as a fully taxable obligation, and all interest received on the Bond is to be included in the gross income of the Holder of the Bond for federal income taxation purposes and, to the same extent, in both gross income and taxable net income for state income taxation purposes. 1752945vl 10 17. 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. 18. 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 and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared duly passed and adopted. 1752945v I 11 ST ATE OF MINNESOTA COUNTIES OF CARVER AND HENNEPIN CITY OF CHANHASSEN I, the undersigned, being the duly qualified and acting City Manager of the City of Chanhassen, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council, duly called and held on the date therein indicated, insofar as such minutes relate to authorizing the issuance and awarding the sale of $4,067,000 Taxable General Obligation Improvement Bonds, Series 2005A. WITNESS my hand on April 11,2005. City Manager 1752945vl 12 STATE OF MINNESOTA COUNTY OF CARVER COUNTY AUDITOR'S CERTIFICATE AS TO TAX LEVY AND REGISTRATION I, the undersigned, being the duly qualified and acting County Auditor of Carver County, Minnesota, DO HEREBY CERTIFY that on the date hereof, there was filed in my office a certified copy of a resolution adopted on April 11, 2005 by the City Council of the City of Chanhassen, Minnesota, authorizing the issuance of $4,067,000 Taxable General Obligation Improvement Bonds, Series 2005A (the "Bonds"), and levying a tax for the payment thereof, together with full information regarding the Bonds for which the tax was levied; the Bonds have been entered in my Bond Register; and the tax levy required by law has been made. WITNESS my hand and the seal of the County Auditor on April_, 2005. County Auditor (SEAL) 1752945v 1 STATE OF MINNESOTA COUNTY OF HENNEPIN DIRECTOR OF PROPERTY TAX AND PUBLIC RECORDS CERTIFICATE AS TO TAX LEVY AND REGISTRATION I, the undersigned, being the duly qualified and acting Director of Property Tax and Public Records of Hennepin County, Minnesota, DO HEREBY CERTIFY that on the date hereof, there was filed in my office a certified copy of a resolution adopted on April 11, 2005 by the City Council of the City of Chanhassen, Minnesota, authorizing the issuance of $4,067,000 Taxable General Obligation Improvement Bonds, Series 2005A (the "Bonds"), and levying a tax for the payment thereof, together with full information regarding the Bonds for which the tax was levied; the Bonds have been entered in my Bond Register; and the tax levy required by law has been made. WITNESS my hand and the seal of the Director of Property Tax and Public Records on April _, 2005. Director of Property Tax and Public Records (SEAL) 1752945vl SIGNATURE AND NONLITIGATION CERTIFICATE We, the undersigned, being respectively the duly qualified and acting Mayor and City Manager of the City of Chanhassen, Carver and Hennepin Counties, Minnesota, DO HEREBY CERTIFY that we did, in our official capacities as such officers, sign our own proper names by manual signature, on the City's $4,067,000 Taxable General Obligation Improvement Bond, Series 2005A (the "Bond"), dated April 13,2005, as the date of original issue. The Bond is in the denomination of the entire principal amount. The corporate seal of the City was intentionally omitted as permitted by law. The Bond matures on June 1,2017, or such other date as set forth in the Loan Agreement (as defined in the Bond, the "Loan Agreement"). The principal of and interest on the Bonds will be paid as set forth in Section 2.3 of the Loan Agreement. WE FURTHER CERTIFY that the signature of true and proper signature of the qualified and acting Finance Director. affixed hereto is the WE FURTHER CERTIFY that we are now and were on the date of signing the Bonds, the duly qualified and acting officers therein indicated, and duly authorized to execute the same. WE FURTHER CERTIFY that the Bonds have been in all respects duly executed for delivery pursuant to authority conferred upon us as such officers; and no obligations other than the Bonds have been issued pursuant to such authority, and that none of the proceedings or records which have been certified to the purchasers of the Bonds or the attorneys approving the same have been in any manner repealed, amended or changed, and that there has been no change in the financial condition of the City, or of the facts affecting the Bonds. WE FURTHER CERTIFY that there is no litigation pending or, to our knowledge, threatened questioning the organization or boundaries of the City, or the right of any of us to our respective offices, or in any manner questioning our right and power to execute and deliver the Bonds, or otherwise questioning the validity of the Bonds or the levy of taxes or the pledge of special assessments for the payment of the Bonds and the interest thereon. WITNESS our hands and seal of the City on April 13,2005. CITY OF CHANHASSEN, MINNESOTA By Its Mayor By Its Ci ty Manager By Its Finance Director (SEAL) Passed and adopted by the Chanhassen City Council this 11 th day of April, 2005. ATTEST: YES Thomas A. Furlong, Mayor NO ABSENT Todd Gerhardt, City Manager 1752945vl > a: « :2: :2: ::J en C) z c z e ID W ~ I- en en ...J « l- e I- gi 0 0 0 0 I- ci . ci ci en !: (hI (h * 0 0 I u ~ I >- .~ I I- "C I ü Q C I- ~ I w ... en C'a i LL a. LL 0 0 I- It) 0 It) W Qj ..... 0 ..... 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