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85-122 - 12-16 Issue Sale $6,700,000 General Obligation Tax Bonds Series 1985CResolution 85-122 December 16, 1985 Member Thompson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING THE SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $6,700,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1985C BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota, as follows: 1.01. Recitals and Authorization. The Golden Valley Housing and Redevelopment Authority the Authority) has prepared a tax increment financing plan for the Golden Hills Redevelopment Tax Increment Financing District (the District) within the Golden Hills Redevelopment Project Area (the Project) in Golden Valley. After appropriate proceedings, this Council by resolution approved the tax increment financing plan of the Authority. Among other things, the plan calls for the acquisition of certain properties within the District and payment of associated redevelopment costs and sale of District properties to a developer (the Phase I Improvements). The cost of the Phase I Improvements is estimated to be approximately $6,700,000 as set forth in Exhibit A attached hereto. 1.02. This Council, under the authority of Minnesota Statutes, Section 273.77(a) and 462.581 and Minnesota Statutes, Chapter 475, and pursuant to a resolution adopted on November 19, 1985, ordered that a public sale of $6,700,000 General Obligation Tax Increment Bonds, Series 1985C (the Bonds) to be held on this date. Notice of the public sale of the Bonds was duly given as required by Minnesota Statutes, Section 475.60. In accordance with the Official Terms of Offering, sealed bids were received by the Finance Director prior to 12:00 Noon, on this date. Those bids have been opened, publicly read aloud and considered by this Council and the terms of each have now been determined. 1.03. Sale. The bid of Continental Illinois National Bank and Trust Company, of Chicago, Illinois (the Purchaser), and associates, for the purchase of the Bonds in the principal amount of $6,700,000 on the terms set forth in the Official Terms of Offering, at a price of $6,599,727.10, the Bonds to bear interest at the rates set forth in Section 3 hereof, is hereby declared to be the best bid received, and is hereby accepted. The Mayor and the City Manager are hereby authorized and directed to execute a contract for the sale of the Bonds to the Purchaser in accordance with the terms of said bid, the Official Terms of Offering and this resolution. The Finance Director shall deposit the good faith check of the Purchaser, and shall return the good faith checks of the unsuccessful bidders forthwith. 1.04. Issuance of Bonds. All acts, conditions and things which are required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, existing, having happened and having been performed, it is now necessary for this Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. Section 2. Form of Bonds and Certificates as to Legal Opinion. form. 2.01. Bond Form. The Bonds shall be prepared in substantially the following Resolution 85-122 - Continued Interest Rate REGISTERED OWNER: PRINCIPAL AMOUNT: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION TAX INCREMENT BOND SERIES 1985C Date of Maturity Original Issue December 1, 1985 December 16, 1985 DOLLARS CUSIP THE CITY OF GOLDEN VALLEY, Hennepin County, Minnesota (the City), acknowledges itself to be indebted and, for value received, hereby promises to pay to the Registered Owner specified above, or registered assigns, the principal amount specified above in lawful money of the United States on the maturity date stated above, with interest thereon from the date hereof at the annual rate specified above such interest payable hereof at the annual rate specified above such interest payable on February 1 and August 1 of each year, commencing August 1, 1986 to the owner of record of this Bond on the 15th day (whether or not a business day) at the immediately preceding month, all subject to the provisions for redemption of this Bond before maturity referred to below. The interest hereon, and upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States by check or draft by in as Bond Registrar and Paying Agent under the resolution referred to below, or its successor. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Golden Valley, Hennepin County, State of Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor, City Manager and the City Clerk and has caused this Bond to be authenticated and delivered as of the date set forth below. Dated: CITY OF GOLDEN VALLEY, MINNESOTA (Facsimile Signature) (Facsimile Signature) (Facsimile Signature) City Clerk City Manager Mayor Resolution 85-122 - Continued December 15, 1985 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. as Bond Registrar By Authorized Representative [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $6,700,000 (the Bonds), issued pursuant to a resolution adopted by the City Council on December 16, 1985 (the Resolution) to finance public redevelopment costs within the Golden Hills Redevelopment Project Area in the City (the Project), and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Section 462.581 and 273.77 and Chapter 475. This Bond is a general obligation of the City payable primarily from a separate bond fund established therefor (the Bond Fund), but the City is required by law to pay the principal hereof and interest hereon from any available funds of the City if moneys on hand in the Bond Fund are insufficient therefor. The Bonds are issuable only as fully registered bonds of single maturities. Bonds having stated maturity dates in the years 1997 through 2006 are each subject to redemption and prepayment, at the option of the City and in inverse order of maturities and by lot, assigned in proportion to their principal amount, within any maturity, on February 1, 1996 and on any interest payment date thereafter, at a price equal to the principal amount thereof plus accrued interest to the date of redemption. Notice of the call for redemption will be published as required by law, and at least thirty days prior to the designated redemption date, will be mailed to the Bond Registrar and to the registered owner of each Bond to be redeemed at his address appearing in the Bond Register. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the registered owner without charge, representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange, the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturity on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall be affected by any notice to the contrary. Resolution 85-122 - Continued December 16, 1985 IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and thing required by the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City according to its terms have been done, do exist, have happened and have been performed in regular and due form as so required; that prior to the issuance hereof, the City has pledged and appropriated all of the tax increments to be derived by the City from said District pursuant to a Cooperation Agreement with the Housing and Redevelopment Authority of the City to a bond fund established for the payment of all bonds issued to finance costs of said Project, including the Bonds; that said tax increments are estimated to be collectible for the years and in amounts sufficient to pay the principal of and interest on the Bonds of this issue when due; that, in the event of any accumulated or anticipated deficiency in the bond fund, ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. The following abbreviations, when this Bond, shall be construed as though to the applicable laws or regulations: TEN COPS -- as tenants in common TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common used in the inscription on the face of they were written out in ful 1 accordi ng UNIF GIFT HIN ACT.....Custodian.......... (Cult) (Minor) under Uniform Gifts to Hinors Act ........... ..... ............ (State) Additional abbreviations may also be used. ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: NOTICE: The signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatsoever. Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. Resolution 85-122 - Continued December 16, 1985 2.02. Certificate as to Legal Opinion. The following certificate shall be printed on the reverse side of each Bond and executed by the printed facsimile signature of the City Clerk: I, the undersigned, being the duly qualified and acting City Clerk of the City of Golden Valley, Hennepin County, Minnesota, certify that printed above is a ful 1 , true and correct copy of the legal opinion rendered by Bond Counsel on the issue of Bonds of the City which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Clerk Section 3. Bond Terms, Execution and Delivery. 3.01. Date, Maturities, Interest Rates. The Bonds shall be designated General Obligation Tax Increment Bonds, Series 1985C, and originally dated as of December 1, 1985. The Bonds shall mature on February 1 in the years and amounts set forth below, and bear interest from date of issue until paid or duly called for redemption at the annual rates set forth opposite said years and amounts: Year Principal Amount Interest Rate 1990 170,000 8.50% 1991 205,000 8.500/. 1992 225,000 8,50% 1993 245,000 8.50% 1994 265,000 8.00% 1995 285,000 7.40°0 1996 310,000 7.60% 1997 335,000 7,80°% 1998 365,000 7.90% 1999 395,000 8.00% 2000 403,000 8.10% 2001 465,000 8.10% 2002 505,000 8.20% 2003 550,000 8,20% 2004 595,000 8.0011. 2005 645,000 8.00% 2006 710,000 7.00% The Bonds shall be combined with all other outstanding general obligation tax increment bond issues of the City for the purpose of complying with Minnesota Statutes, Section 475.54. 3.02. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Bond Registrar). The effect of registration and the rights and duties of the City and the Bond Registrar with respect thereto shall be as follows: (a) Register. The Bond Registrar shall keep at its principal corporate trust office a bond register in which the Bond Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. Resolution 85-122 - Continued December 16, 1985 (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Bond Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Bond Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each maturity date or redemption date of the Bonds. (c) Exchange of Bonds. Whenever any Bond is surrendered by the registered owner for exchange, the Bond Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. (e) groper or Unauthorized Transfer. When any Bond is presented to the Bond Registrar for transfer, the Bond Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized. The Bond Registrar shall incur no liability for its refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Bond Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Bond Registrar may impose a charge upon the owner thereof sufficient to reimburse the Bond Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, the Bond Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Bond Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon filing with the Bond Registrar of evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Bond Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Bond Registrar shall be named as obligees. All Bonds so surrendered to the Bond Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed Bond has already matured or been called for redemption in accordance with its terms, it shall not be necessary to issue a new Bond prior to payment. Resolution 85-122 - Continued December 16, 1985 3.03. Appointment of Bond Registrar. The City hereby appoints Norwest Bank Minneapolis, N.A., of Minneapolis, Minnesota, as the Bond Registrar. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract with the Bond Registrar. Upon merger or consolidation of the Bond Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Bond Registrar. The City agrees to pay the reasonable and customary charges of the Bond Registrar for the services performed. The City reserves the right to remove any Bond Registrar upon thirty (30) days' notice and upon the appointment of a successor Bond Registrar, in which event the predecessor Bond Registrar shall deliver all cash and Bonds in its possession to the successor Bond Registrar and shall deliver the bond register to the successor Bond Registrar. 3.04. Redemption. Bonds maturing in the years 1997 through 2006 shall each be subject to redemption and prepayment, at the option of the City, in inverse order of maturities and, within any maturity, as selected by the Bond Registrar by lot, on February 1, 1996 and on any interest payment date thereafter at a price equal to the principal amount thereof plus accrued interest to the date of redemption. The City Clerk shall cause notice of the call for redemption to be published as required by law, and to be mailed at least thirty days prior to the designated redemption date, to the Bond Registrar and to the registered owner of each Bond to be redeemed. 3.05. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor, City Manager and the City Clerk; provided that said signatures may be printed, engraved, or lithographed facsimiles thereof. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if such officer had remained in office until delivery. Notwithstandi ng such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Bond Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the Finance Director to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the purchaser shall not be obligated to see to the application of the purchase price. Section 4. Security Provisions. 4.01. Construction Fund. A Construction Fund is hereby created as a special fund and designated on the books of the City as the "Golden Hills Redevelopment Project Area Construction Fund (the Construction Fund), to be held and administered by the Finance Director separate and apart from all other funds of the City. The City hereby appropriates to the Construction Fund all of the proceeds received from the sale of the Bonds, less the amount to be deposited in the Bond Fund, as hereinafter defined, pursuant to Section 4.02 hereof. Moneys on hand in the Construction Fund from time to time shall be used soley to pay capital and a administrative costs in connection with the Project as set forth in the Plan. Any amounts remaining in the Construction Fund upon completion of the Project and payment of all of the costs thereof shall be transferred to the Bond Fund. Resolution 85-122 - Continued December 16, 1985 4.02. Bond Fund. There is hereby created a "Golden Hills Redevelopment Project Bond Fund" and for so long as any of the Bonds or any additional bonds issued pursuant to Section 4.04 hereof are outstanding and unpaid, the Finance Director shall maintain a bond fund therefor (the Bond Fund) as a separate and special account to be used for no purpose other than the payment of the Bonds, such additional bonds or any other development costs in connection with the Project which are authorized by law to be paid from tax increments derived from the District. The City hereby irrevocably appropriates to the Bond Fund (a) $1,471,208 of the proceeds of the ponds representing capitalized interest, (b) the accrued interest and any amount in excess of $6,599,500 bid for the Bonds and received from the Purchaser upon delivery of the Bonds, and (c) any other moneys appropriated or pledged by the terms of this Resolution to the Bond Fund. 4.03. Tax Increment. The Director of Property Taxation has certified that the original taxable value of real property within the District according to the assessment of January 2, 1984, is $6,522,788. Under the provisions of Minnesota Statutes, Section 462.585, Subdivision 3, the Director of Property Taxation will include only the original taxable value according to the assessment as of January 2, 1984 in the assessed valuation upon which he computes the rate of all state, county, city, school district and other taxes, but will extend the rates so determined against the entire assessed valuation of such real property in each year, and the County Treasurer will remit to the Authority that the proportion of the taxes paid each year on such real property within the District which the excess of the assessed valuation over the original taxable value bears to such original value. The Authority has agreed to segregate the tax increments so received until the public redevelopment costs of the Project, including the principal amount of the Bonds and interest thereon, has been paid and the City has been fully reimbursed for any principal and interest which has been paid from the city-wide taxes herein authorized to be levied. The Authority has pledged and appropriated the tax increments to the Bond Fund for the payment of such principal and interest and the reduction, cancellation and reimbursement of such taxes. The Playor and City Clerk are authorized to execute a Cooperation Agreement with the Authority, pursuant to Minnesota Statutes, Section 273.77(a), relating to the pledge and appropriation of said tax increments. 4.04. Additional Bonds. The City reserves the right to issue additional bonds payable from the Bond Fund as may be required to finance costs of the Project not financed hereby or to finance costs of other projects to be undertaken by the City within the Project. 4.05. Tax Levy. The full faith and credit and taxing powers of the City are irrevocably p edged for the prompt and full payment of the principal and interest of the Bonds and the principal and interest on all other bonds made payable from the Bond Fund, as such amounts become due. It is estimated that the tax increments appropriated to the Bond Fund in Section 4.03 will produce sums available for the payment of the Bonds at the times and in the amount required by Minnesota Statutes, Section 475.61, and therefore as permitted by Minnesota Statutes, Section 273.77(a), no taxes are levied for this purpose at the present time. It is recognized, however, that the City's liability on the Bonds is not limited to the provision of these funds, and that the City is required by Minnesota Statutes, Section 273.77(a) and Section 475.61, to levy and cause to be extended, assessed and collected any ad valorem taxes necessary for the payment of principal of and interest on the Bonds. Resolution 85-122 - Continued December 16, 1985 Section 5. Defeasance. When any Bond has been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of such Bonds shall cease, and such Bonds shall no longer be deemed to be outstanding under this Resolution. The City may discharge its obligations with respect to any Bond which is due on any date by depositing with the paying agent 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 paying agent 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 Bond according to its terms, by depositing with the paying agent on or before that date an amount equal to the principal and interest then due, provided that notice of such redemption has been duly given as provided herein. 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 bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be do deposited, bearing interest payable at such times and at such rates and maturing on such dates as shall be required to pay the principal and interest to become due thereon to maturity or said redemption date. Section 6. County Auditor Registration, Certification of Proceedings, Investment of Moneys and Arbitrage. 6.01. County Auditor Registration. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require, and to obtain from said County Auditor a certificate that the Bonds have been entered on his bond register. 6.02. Certification of Proceedings. The officers of the City and the County Auditor of Hennepin County are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to Dorsey & Whitney, Bond Counsel, certified copies of all proceedings and records of the City, and such other affidavits, certificates and information as may be 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. 6.03. Covenant. The City covenants and agrees with the holders from time to time of t epi Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest paid on the Bonds to become subject to taxation under the Internal Revenue Code of 1954, as amended (the Code), and the Treasury Regulations promulgated thereunder (the Regulations), and covenants to take any and all actions within its powers to ensure that the interest paid or accreted on the Bonds will not become subject to taxation under the code and the Regulations. In particular, unless required by state law to do otherwise, the City covenants that it shall not take any action or exercise any remedies pursuant to any development agreement relating to the Golden Hills Redevelopment Tax Increment District if the effect thereof would be, in the opinion of bond counsel furnished to the City, to cause the Bonds to be considered "industrial development bonds" or "consumer loan bonds" pursuant to Section 103(b) of the Internal Revenue Code. Resolution 85-122 - Continued December 16, 1985 6.04. Investment of Moneys on Deposit in Bond Account. From and after December 1, 1995, the Finance Director shall ascertain monthly the amount on deposit in the Bond Fund allocable to the Bonds. If the amount on deposit therein ever exceeds by more than $1,005,000, the principal and interest due and payable from the Bond Fund with respect to the Bonds through the next February 1, plus a reasonable carryover as permitted by the Code and regulations, such excess shall be used to prepay and redeem Bonds or be invested at a yield less than or equal to the yield on the Bonds, based upon their amounts, maturities and interest rates on their date of issue, computed by the actuarial method. The City reserves the right to amend the provisions of this Section 6.04 at any time, whether prior to or after the delivery of the Bonds, if and to the extent that this Council determines that the provisions of this Section 6.04 are not necessary in order to ensure that the Bonds are not "arbitrage bonds" within the meaning of Section 103(c) of the Code and Regulations. 6.05. Arbitrage Certification. The Mayor, City Manager and City Clerk, being the officers of the City charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the purchaser thereof a certificate in accordance with the provisions of Section 103(c) of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds which make it reasonable to expect that the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. Mary E. bAderson, Mayor ATTEST: Shirley Ne son, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Johnson and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Bakken, Johnson, Stockman and Thompson; and the following voted against the same: none, whereupon said resolution was declared duly passed and adopted, signed by the Mayor and her signature attested by the City Clerk.