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87-023 - 02-03 Authorize $6,325,000 Improvement Refunding Bonds Series 1987CResolution 87-23 February 3, 1987 Member Bakken introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $6,325,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1987C BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. This Council, by resolution duly adopted January 6, 1987, authorized the issuance and sale of General Obligation Improvement Refunding Bonds, Series 1987C, of the Issuer, initially dated March 1, 1987, hereinafter called "the Bonds," the proceeds of which are to be used, together with any additional funds of the Issuer which might be required, to refund in advance of maturity the outstanding principal amount of the following bond issues of the Issuer (all such bonds being hereinafter collectively called "the Refunded Bonds"): Title of Issue General Obligation Improvement Bonds Date of Issue September 1, 1985 Outstanding Principal Amount $6,325,000 1.02. Notice of sale of the Bonds has been duly published, and the Council has publicly considered all sealed bids presented in conformity with the notice. The most favorable of such bids is ascertained to be that of Smith Barney, Harris Upham & Company, of Chicago, Illinois, and associates, to purchase the Bonds at a price of $6,268,075 plus accrued interest, and upon the further terms and conditions set forth in this resolution. It is hereby found that by acceptance of said bid and refunding of the Refunded Bonds in accordance with the procedures set forth in Minnesota Statutes, Section 475.67, the Issuer can realize a substantial debt service savings. 1.03. The Mayor and City Manager are directed to execute in duplicate a contract on the part of the Issuer for the sale of the Bonds in accordance with the proposal described in Section 1.02, and to deliver a duplicate to the purchasers. The Finance Director is directed to deposit the purchaser's check securing the contract of sale until the Bonds are delivered and the purchase price is paid, and to return the checks securing other bids to the respective bidders. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations. The Bonds shall be designated General Obligation Improvement Refunding Bonds, Series 1987C, shall be originally dated as of March 1, 1987, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1, in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Resolution 87-23 - Continued February 3, 1987 Year Amount Rate 1990 $345,000 4.20% 1991 390,000 4.40% 1992 415,000 4.60% 1993 440,000 4.80% 1994 465,000 5.00% 1995 510,000 5.10% 1996 555,000 5.25% 1997 570,000 5.40% 1998 610,000 5.50% 1999 625,000 5.60% 2000 685,000 5.70% 2001 715,000 5.80% The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest_ Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to February 1, 1988, in which case such Bond shall be dated as of March 1, 1987. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 1988, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The Issuer shall appoint, and shall maintain, a bond registrar, transfer agent and paying agent (the Registrar). The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the 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. (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 Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the 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 Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the 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 in writing. Resolution 87-23 - Continued February 3, 1987 Section 6. Tax Covenant; Arbitrage. 6.01. The Issuer covenants and agrees with the holders from time to time of the Bonds herein authorized, 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 payable on the Bonds to become subject to taxation under the United States Internal Revenue Code of 1986, as amended, and any regulations issued thereunder, in effect at the time of such action, and that it will take, or it will cause its officers, employees or agents to take, all affirmative actions within its powers which may be necessary to insure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. The Issuer certifies that the proceeds of the Refunded Bonds were expended for street and utility improvements in the Issuer (the Improvements), which Improvements are owned by the Issuer and available for use by members of the general public on an equal basis. The Issuer will continue to own and maintain the Improvements as public improvements, and will not take any action which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. 6.03. The Mayor and the City Manager 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 an arbitrage certification in order to satisfy the provisions of the Code and the regulations promulgated thereunder. Section 7. Redemption of Refunded Bonds and Certification of Proceedings. 7.01. The Clerk is hereby authorized and directed forthwith to call for redemption and prepayment on their earliest redemption date all Refunded Bonds which by their terms are subject to redemption. Notice of the redemption of all such bonds shall be published and mailed in accordance with the terms of the resolutions authorizing their issuance. 7.02. The Clerk is directed to file with the County Auditor of Hennepin County a certified copy of this resolution, and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon his bond register and the tax required by law has been levied. 7.03. The officers of the Issuer and said County Auditor are authorized and directed to prepare and furnish to the purchasers of the Bonds, and to bond counsel, certified copies of all proceedings and records of the Issuer relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the officers' books and records or are otherwise known to them. All such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Resolution 87-23 - Continued February 3, 1987 Section 8. Qualified Tax -Exempt Obligations. In order to enhance the marketability of the Bonds, and since the Issuer does not reasonably expect to issue in excess of $10,000,000 of governmental and qualified 501(c)(3) bonds in calendar year 1987, the Bonds are hereby designated by the Issuer as "Qualified Tax -Exempt Obligations" for the purposes of Section 265 of the Code relating to the proposed disallowance of interest expense for financial institutions. Mary E. A erson, Mayor ATTEST: Shirley Nels n, City Clerk The motion for the adoption of the foregoing resolution was seconded by Member Thompson 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 tlayor and her signature attested by the City Clerk. Resolution 87-23 - Continued February 3, 1987 by Minnesota Statutes, Section 475.67, subdivision 8, maturing on such dates and bearing interest at such rates as are required to provide funds sufficient, with cash retained in the escrow account, to pay when due the interest to accrue on the Refunded Bonds to their respective maturity dates or the dates designated for their earlier redemption and prepayment, and to pay the principal amount of each of the Refunded Bonds at maturity or at the date designated for the redemption and prepayment thereof. The Mayor and City Manager are hereby authorized to enter into an escrow agreement with said Bank establishing the terms and conditions for the escrow account in accordance with Minnesota Statutes, Section 475.67. Section 4. Sinking Fund and Tax Levies. 4.01. The Refunded Bonds are payable from a separate debt service account heretofore established on the books of the Issuer. Upon delivery of the Bonds, the Refunded Bonds, including interest thereon, will be payable primarily from the escrow account established pursuant to Section 3. Therefore, so long as the escrow account is maintained and payments are made as provided in the escrow agreement, the collections of special assessments levied for payment of the improvements financed by the Refunded Bonds from time to time on hand in said separate debt service account and originally pledged for payment of the Refunded Bonds will not be required for such purpose, and shall be made available for payment of principal and interest on the Bonds and transferred as required to the debt service account hereinafter created in Section 4.02 for payment of the Bonds. Further, so long as the escrow account is maintained and payments made as provided in the escrow agreement, the ad valorem taxes originally levied for payment of a portion of the principal of and interest on the Refunded Bonds shall not be required, and the Finance Director is consequently authorized to request the cancellation by the County Auditor of Hennepin County of the taxes heretofore levied for payment of the Refunded Bonds and not needed as a result of the establishment of the escrow account and deposit of cash and securities therein. 4.02. The Bonds shall be payable from a separate Series 1987C Improvement Refunding Bond Debt Service Account which shall be created and maintained on the books of the Issuer as a separate debt service account until the Bonds, and all interest thereon, are fully paid. An initial deposit of $47,119.50, representing accrued interest on the Bonds, unused bond discount and surplus funds, if any, shall be made into said Account. Thereafter, all special assessments transferred pursuant to Section 4.01 shall be deposited in said Account, as well as all ad valorem taxes levied and collected as hereinafter specified. In order to produce duce aggregate amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the Issuer, said taxes to be levied and collected in the following years and amounts: Resolution 87-23 - Continued Levy Collection Year Year Amount 1987 1988 $658,974 1988 1989 670,671 1989 1990 677,366 1990 1991 684,460 1991 1992 740,419 1992 1993 746,586 1993 1994 748,358 1994 1995 771,580 1995 1996 787,338 1996 1997 797,019 1997 1998 777,541 1998 1999 803,791 1999 2000 794,294 February 3, 1987 Said taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce said levies in accordance with the provisions of Minnesota Statutes, Section 475.61. The Issuer also recognizes and reaffirms its pledge of the full faith and credit of the Issuer to the payment of the Bonds and, in the event that said special assessments and taxes do not prove sufficient to pay principal and interest on the Bonds, the Issuer will promptly levy additional taxes on all taxable property in the Issuer as necessary for such payment without limitations as to rate or amount. 4.03. In order to ensure compliance with Section 148 of the Internal Revenue Code of 1986 (the Code), and applicable regulations, the Finance Director, upon allocation of any funds to the separate Series 1987C Improvement Refunding Bond Debt Service Account, shall ascertain the balance then on hand in the Account. If it exceeds the amount of principal and interest on the Bonds to become due and payable through February 1 next following, plus a reasonable carryover equal to 1/12th of the debt service due in the following bond year, said excess shall (unless an opinion is otherwise received from bond counsel) be used to prepay or purchase Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in accordance with said Section 148 (5.357%). Section 5. Rebate to the United States. 5.01. The "Rebate Amount" is an amount equal to the sum of: (1) the excess of: (i) the aggregate amount earned from the date of issue of the Bonds on all Nonpurpose Obligations in which Gross Proceeds of the Bonds are invested (other than amounts attributable to the excess described in this clause) over, (ii) the amount that would have been earned if the yield on such Nonpurpose Obligations had been equal to the yield (determined on the basis of the issue price) on the Bonds plus (2) any income attributable to the excess described in Section 5.01(1) above (whether or not such income exceeds the yield on the Bonds). Resolution 87-23 - Continued February 3, 1987 5.02. For purposes of determining the aggregate amount earned on a Nonpurpose Obligation, any gain or loss on the disposition of a Nonpurpose Obligation shall be taken into account. In addition, if any Nonpurpose Obligation is retained after retirement of the Bonds, any unrealized gain or loss as of the date of retirement of the Bonds must be taken into account in calculating the aggregate amount earned on a Nonpurpose Obligation. 5.03. For purposes of determining the aggregate amount earned on a Nonpurpose Obligation in determining the Rebate Amount, any amount earned on the sinking fund established in Section 4.02 of this resolution (other than on any excess referred to in Section 4.03) shall not be taken into account if gross earnings on such fund for any Bond Year are less than $100,000. 5.04. At least once a year beginning on the date of issue of the Bonds and ending upon retirement of the last Bonds, the Finance Director will cause to be made a determination of the Rebate Amount. The first determination of the Rebate Amount shall be made on the date which is one year after the date of issue of the Bonds. The determination of the Rebate Amount for each succeeding year shall be made on the date which is one year after the date of the previous determination of the Rebate Amount. The determination of the Rebate Amount made each year shall be computed for the period beginning on the date of issue of the Bonds to the date on which the determination of the Rebate Amount is made. 5.05. Records of the determinations of the Rebate Amount shall be retained by the Finance Director until 6 years after the retirement of the Bonds. 5.06. At least once every five years beginning on the date of issue of the Bonds, the Finance Director, acting on behalf of the Issuer, shall make installment payments in an amount at least equal to 90 percent of the Rebate Amount. The first installment payment of the Rebate Amount shall be made no later than 30 days after the end of the 5 year period beginning on the date of issue of the Bonds. Each subsequent installment payment shall be made no later than 5 years after the previous payment was made. The last installment payment shall be made no later than 30 days after the day on which the last Bonds are redeemed or paid and shall be in an amount sufficient to pay the remaining balance of the Rebate Amount. 5.07. Each installment payment of the Rebate Amount shall be: (i) filed with the Internal Revenue Service Center, Philadelphia, Pennsylvania 19255; (ii) accompanied by a copy of the Form 8038, if any, filed with respect to the Bonds; (iii) accompanied by a statement summarizing the determination of the Rebate Amount. 5.08. Each payment of the Rebate Amount shall be made from available funds of the Issuer. 5.09. To insure full compliance with the above provisions, the Issuer agrees not to make a "prohibited payment". A "prohibited payment" is a payment, or an agreement to pay, to a party other than the United States, an amount that is required to be paid to the United States by entering into a transaction that reduces the amount described in 5.01 above. Resolution 87-23 - Continued [Reverse of the Bonds] February 3, 1987 This Bond is one of an issue in the aggregate principal amount of $6,325,000, all of like date and tenor, except as to maturity date, interest rate, denomination and redemption privilege, issued, pursuant to a resolution adopted by the City Council on February 3, 1987 (the Resolution), to provide funds to refund certain outstanding general obligation bonds of the Issuer, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. The Bonds of this series are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. Bonds of this issue maturi respective stated maturity date having stated maturity dates in redemption and prepayment at th if in part in inverse order of the same date, on February 1, 1 a price equal to the principal of redemption. Prior to the da to its stated maturity date, t redemption to be published as the designated redemption date, mailed to the registered owner appears on the bond register m redemption of any Bond, a new without charge, representing t ng in 1996 and earlier years are payable on their s without option of prior payment, but Bonds 1997 and later years are each subject to e option of the Issuer, in whole or in part, and maturity dates and by lot as to Bonds maturing on 996 and any interest payment date thereafter, at amount thereof plus interest accrued to the date to specified for the redemption of any Bond prior he Issuer will cause notice of the call for required by law, and, at least 30 days prior to will cause notice of the call thereof to be of any Bond to be redeemed at his address as it aintained by the Bond Registrar. Upon partial Bond or Bonds will be delivered to the owner he remaining principal amount outstanding. The Bonds of this issue have been designated by the Issuer as Qualified Tax -Exempt Obligations" pursuant to Section 265 of the Internal Revenue Code of 1986 relating to the deduction of certain allocable interest expenses by financial institutions. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferrable upon the books of the Issuer 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 attorney, and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the Issuer 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 maturing 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 Issuer 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 Issuer nor the Bond Registrar shall be affected by any notice to the contrary. Resolution 87-23 - Continued February 3, 1987 IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things 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 Issuer in accordance with its terms, have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required; that the Issuer has appropriated the proceeds of the Bonds, together with such other legally available funds of the Issuer as may be required, and has invested such moneys in securities issued by the United States or certain of its agencies, in such amounts, maturing on such dates, and bearing interest at such rates as are required to provide funds sufficient to pay all principal and interest and redemption premiums due on the refunded bonds on or before their maturity or earlier date designated for their redemption, and has irrevocably placed such funds and securities in escrow for this purpose; that the Bonds are payable from a separate debt service account of the Issuer, and from certain special assessments and ad valorem taxes which have been appropriated to such account; that, if necessary for payment of principal of and interest on the Bonds, additional ad valorem taxes may be levied upon all taxable property in the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion) We certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Golden Valley, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) (Facsimile Signature) City Clerk City Manager Mayor The following abbreviations, when used in the inscription on the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COPi -- as tenants UNIF GIFT MIN ACT Custodian in common Cust (Mi nor TEN ENT -- as tenants by entireties under Uniform Gifts to Minors JT TEN -- as joint tenants with right of Act . . . . . . .. survivorship and (State) not as tenants in common Additional abbreviations may also be used though not in the above list. Resolution 87-23 - Continued ASSIGNMENT February 3, 1987 For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's 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 enlargement or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: Include information for all joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee Section 3. Use of Bond Proceeds. The proceeds of the Bonds, other than any premium and accrued interest, and other than any amounts set aside to pay expenses, are irrevocably appropriated, together with such additional sum as may be required from funds now on hand in the debt service funds established for the Refunded Bonds, for the payment and redemption of the Refunded Bonds at their respective maturities or at the earliest dates specified in the resolutions authorizing their issuance for the redemption thereof, and for the payment of interest to become due on the Refunded Bonds on or before the respective dates on which they are to be paid and redeemed. The Finance Director is hereby authorized and directed, simultaneously with the delivery of the Bonds, to deposit the proceeds thereof, to the extent described above, and any additional sum which may be required, in escrow with the American National Bank and Trust Company, in St. Paul, Minnesota, a banking institution whose deposits are insured by the Federal Deposit Insurance Corporation and whose combined capital and surplus is not less than $500,000, and shall invest the funds so deposited in securities authorized for such purpose Resolution 87-23 - Continued February 3, 1987 (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The Issuer and the 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 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 Registrar may impose a charge upon the owner thereof sufficient to reimburse the 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 destroyed, stolen or lost, the 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 destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost 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. 2.04. Appointment of Initial Registrar. The Issuer hereby appoints Norwest Bank Minneapolis, N.A., Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with said Registrar. Upon merger or consolidation of the 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 Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. Resolution 87-23 - Continued February 3, 1987 2.05. Redemption. Bonds maturing in the years 1990 through 1996 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1997 through 2001 shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in inverse order of maturity dates and by lot as to Bonds maturing on the same date, on February 1, 1996, and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest to the date of redemption. Prior to the date set for redemption of any Bond prior to its stated maturity date, the Clerk shall cause notice of the call for redemption thereof to be published as required by law, and, at least 30 days prior to the designated redemption date, shall cause notice of the call thereof for redemption to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.03 hereof. 2.06. Execution, Authentication and Delivery. The Bonds shall be prepared under the di rection of the Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor, City Manager and Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. 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 he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security hereunder until the certificate of authen- tication on such Bond has been duly executed by the manual signature of an authorized representative of the 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 prepared, executed and authenticated, the Finance Director shall deliver the same to the purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and said purchaser shall not be obligated to see to the application of the purchase price. 2.07. Form of Bonds. The Bonds shall be printed in substantially the following form: [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 1987C Date of Rate Maturity Original Issue CUSIP March 1, 1987 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS Resolution 87-23 - Continued February 3, 1987 KNOW ALL PERSONS BY THESE PRESENTS that the City of Golden Valley, Minnesota, (the Issuer), 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 on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 1988, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month, all subject to the provisions referred to herein with respect to the redemption of the principal of this Bond before maturity. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by , in Minnesota, as Bond Registrar and Paying gent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. 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 in this place. 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 Issuer has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor, City Manager and City Clerk and has caused this bond to be dated as of the date set forth below. CITY OF GOLDEN VALLEY, MINNESOTA (facsimile) Mayor (facsimile) City Manager Attest: (facsimile) City Clerk Dated: CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative