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2000-88 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF CHANHASSEN, MINNESOTA HELD: December 4, 2000 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Chanhassen, Minnesota was duly held at the City Hall on December 4, 2000 at 6:30 o'clock P.M. The following members were present: Council Members Craig Peterson, Linda Jansen, Steve Labatt and Mark Senn and the following were absent: Mayor Nancy Mancino Member Labatt introduced the following resolution and moved its adoption: RESOLUTION NO. 2000-88 RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE WITH OPTION TO PURCHASE AGREEMENT, GROUND LEASE AGREEMENT AND ALLOCATING SMALL ISSUER REBATE EXCEPTION AUTHORITY A. WHEREAS, unless an exception is available, bonds which are tax-exempt are subject to the federal arbitrage requirement of rebating earnings in excess of the bond yield on certain investments; and B. WHEREAS, ordinarily bonds are subject to rebate if issued by a governmental unit that lacks general taxing powers, such as the Economic Development Authority of the City of Chanhassen, Minnesota (the "Authority"); and C. WHEREAS, iV the Authority issues bonds on behalf of a governmental unit with general taxing powers, such as the City of Chanhassen, Minnesota (the "City"), it will be treated as having general taxing powers if the bonds do not exceed the lesser of $5,000,000 or such amount of the $5,000,000 small issuer limitation as a governmental unit with general taxing powers may allocate to the Authority; and D. WHEREAS, the City is a governmental unit with general taxing powers. 1231105.1 NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Chanhassen, Minnesota, as follows: 1. Authority. The City is authorized pursuant to Minnesota Statutes, Section 465.71, to enter into a Lease With Option to Purchase Agreement with the Authority to construct a municipal building in the City (the "Project"). 2. Authorization of Bonds; Documents Presented. The Authority proposes to issue its $930,000 Public Project Revenue Bonds, Series 2000 (City of Chanhassen, Minnesota Lease With Option to Purchase Project) (the "Bonds") payable from rental payments to be made under the Lease. Forms of the following documents relating to the Bonds and the Project have been submitted to the City Council and are now on file in the office of the Manager: (a) a Lease With Option to Purchase Agreement dated as of December 1, 2000 (the "Lease"), between the Authority and the City which, among other things, provides for the construction and installation of the Project and pursuant to which the City is required to pay rental payments sufficient to pay the principal and interest on the Bonds when due; (b) a Ground Lease Agreement dated as of December 1, 2000 (the "Ground Lease") between the City and the Authority pursuant to which the City leases the land on which the Project is to be constructed to the Authority; and (c) a Revenue Bond Resolution to be adopted by the Authority (the "Revenue Bond Resolution"), setting forth the form and details of the Bonds and their issuance, and pledging the rental payments derived from the Lease to the payment of the Bonds. 3. Approval and Execution of Lease With Option to Purchase Agreement and Ground Lease. The Mayor and the Manager are hereby authorized and directed to execute, and deliver the Lease and the Ground Lease, in substantially the forms on file with the Manager. All of the provisions of the Lease and the Ground Lease when executed and delivered as authorized herein shall be deemed to be a part of this resolution as fully and to the same-extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereofi 4. Approval of Revenue Bond Resolution. The City hereby approves the form of the Revenue Bond Resolution and the terms of the Bonds d. escribed therein. 5. Authorized to Execute. The Mayor and Manager are hereby designated and authorized to act on behalf of the City to execute the Lease and the Ground Lease, or other documents relating thereto. 6. Furnishing of Certificates and Proceedings. The Mayor and Manager and other officers of the City are authorized and directed to prepare and furnish to the Purchaser and Bond Counsel, certified copies of all proceedings and records of the City relating to the Bonds, and 1231105.1 2 such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and ali such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 7. Modifications to Documents. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City Attorney and the City officials authorized herein to execute the-documents. The City officials are hereby authorized to approve changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or Manager, any of the documents authorized by this resolution to be executed may be executed by the Acting Mayor or the Acting Manager respectively. 8. Finding. The City hereby finds, determines and declares that (1) the Authority is issuing its Bonds on behalf of the City within the meaning of Section 148(f)(4)(C)(iv) of the federal Internal Revenue Code of 1986, as amended (the "Code"), (2) the Authority is therefore treated as a subordinate entity of the City for purposes of such Section, and (3) the aggregate face amount of the Bonds does not exceed the lesser of $5,000,000 or the amount which, when added to the aggregate amount of other issues issued by the Authority in 2000, is allocated to the Authority in paragraph 9 of this resolution. 9. Allocation. The City hereby allocates to the Authority a $930,000 portion of the City's $5,000,000 limitation under Section 148(f)(4)(C)(i)(IV) of the Code on the aggregate face amount of tax-eXempt bonds (other than private activity bonds) issued by the City during the calendar year 2000. Such allocation is made solely with respect to the Bonds, is irrevocable and is made before the issuance of the Bonds. Said $930,000 allocated to the Authority bears a reasonable relationship to the benefits received by the City from the Bonds issued by the Authority, because the Bonds finance the Project to be located in, leased to, and used by the City. The Authority shall accept this allocation by issuing its Bonds and making a statement in its Nonarbitrage Certificate relating to the Bonds. 10. Aggregation. The City and Authority will be aggregated and treated as one issuer for purposes of said $5,000,000 limitation,' and together will not issue in 2000 more than $5,000,000 aggregate face amount of all tax-exempt bonds (other than private activity bonds). 1 I. 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. 1231105.1 3 12. 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 Peterson, and upon vote being taken thereon the following voted in favor thereof: Members Peterson, Jansen, Labatt and Senn and the following voted against the same: None. Mayor Mancino, absent. whereupon the resolution was declared duly passed and adopted. Adopted by the City Council of the City of Chanhassen, Hennepin and Carver Counties, Minnesota, this 4th day of December, 2000. City Manager Mayor 1231105.1 4 STATE OF MINNESOTA ) COUNTIES OF HENNEPIN ) AND CARVER ) SS CITY OF CHANHASSEN ) I, the undersigned, being the duly qualified and acting Manager of the City of Chanhassen, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a meeting of the City Council held December 4, 2000, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the execution of a Lease With Option to Purchase Agreement and Ground Lease; and allocating small issuer rebate exception authority for the financing of a municipal building for the City. WITNESS my hand this 4th day of December, 2000. Manager 1231105.1 5