87-024 - 02-03 Authorize $2,075,000 Storm Sewer Improvement Refund Bonds Series 19897DResolution 87-24
January 6, 1987
Member Stockman introduced the following resolution and moved its adoption:
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE
FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $2,075,000
GENERAL OBLIGATION STORM SEWER IMPROVEMENT REFUNDING BONDS, SERIES 1987D
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 Storm Sewer Improvement Refunding
Bonds, Series 1987D, 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
Date of Issue
Outstanding Principal
Amount
General Obligation December 1, 1983 $1,890,000
Storm Sewer
Improvement Bonds
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 Piper, Jaffray &
Hopwood Inc., of Minneapolis, Minnesota, and associates, to purchase the Bonds
at at a price of $2,050,307.50 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 Storm Sewer Improvement Refunding Bonds, Series
1987D, 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 87-24 - Continued
February 3, 1987
Year
Amount
Rate
1989
$100,000
4.00%
1990
100,000
4.20%
1991
105,000
4.40%
1992
110,000
4.60%
1993
120,000
4.80%
1994
125,000
4.90%
1995
130,000
5.10%
1996
130,000
5.25%
1997
140,000
5.40%
1998
145,000
5.50%
1999
155,000
5.60%
2000
160,000
5.70%
2001
180,000
5.80%
2002
180,000
5.90%
2003
195,000
6.00%
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.
Resolution 87-24 - Continued February 3, 1987
and shall invest the funds so deposited in securities authorized for such purpose
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 the Storm Sewer Reserve Fund
(the Fund) for Storm Sewer Improvment District - 1979 heretofore established on
the books of the Issuer pursuant to Ordinance No. 601. 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 funds from time to time on hand in said Fund 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.
4.02. The Bonds shall be payable from said Storm Sewer Reserve Fund which
shall be maintained on the books of the Issuer until the Bonds, and all interest
thereon, are fully paid. An initial deposit of $9,469.03, representing accrued
interest on the Bonds, unused bond discount and surplus funds, if any, shall be
made into said Fund. Thereafter, the Issuer shall continue to levy and deposit
therein, so long as any of the Bonds are outstanding, an ad valorem tax in an
amount equal to one mill on all taxable property in said District, all pursuant
to the authority granted by Laws 1979, Chapter 303, and Ordinance No. 601 of the
Issuer. It is estimated that the proceeds of said tax will produce sums not less
than five percent in excess of the annual principal and interest requirements of
the Bonds.
However, 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 levy does 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 limitation 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 Storm Sewer Reserve Fund, shall
ascertain the balance then on hand in the Fund pledged solely for the payment of
the Bonds. 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 (5.476%).
Resolution 87-24 - Continued February 3, 1987
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).
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.
Resolution 87-24 - Continued February 3, 1987
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.
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 storm sewer 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, operate 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.
Resolution 87-24 - Continued
February 3, 1987
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.
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. Yderson, Mayor
ATTEST:
Shirley Tf`eelsgn, CityClerk
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 Mayor and her signature attested by the City
Clerk.
Resolution 87-24 - Continued
February 3, 1987
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.
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 ad valorem taxes levied upon all taxable property within a storm
sewer improvement district in the Issuer which have been appropriated to such
account; that, if necessary for payment of principal of and interest on the
Bonds, 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 COM -- as tenants UNIF GIFT MIN ACT Custodian
in common Cust Minor
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
Resolution 87-24 - Continued
February 3, 1987
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
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,
Resolution 87-24 - Continued
GENERAL OBLIGATION STORM SEWER IMPROVEMENT
REFUNDING BOND, SERIES 1987D
Date of
Rate Maturity Original Issue
March 1, 1987
REGISTERED OWNER:
PRINCIPAL AMOUNT:
February 3, 1987
CUSIP
DOLLARS
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 an
ose or be
entitled to any security or benefit under the Resolution until the pCertificate
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)
Mayo r
(facsimile)
City manager
Attest: _ (facsimile)
Dated: City Clerk
Resolution 87-24 - Continued February 3, 1987
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
IZ
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$2,075,000, 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 and Sections 444.17 to 444.21 and Laws 1979, Chapter 303. 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 maturing in 1996 and earlier years are payable on their
respective stated maturity dates without option of prior payment, but Bonds
having stated maturity dates in 1997 and later years are each subject to
redemption and prepayment at the option of the Issuer, in whole or in part, and
if 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 plus interest accrued to the date
of redemption. Prior to the date specified for the redemption of any Bond prior
to its stated maturity date, the Issuer will cause notice of the call for
redemption to be published as required by law, and, at least 30 days prior to
the designated redemption date, will cause notice of the call thereof to be
mailed to the registered owner of any Bond to be redeemed at his address as it
appears on the bond register maintained by the Bond Registrar. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner
without charge, representing the 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.
Resolution 87-24 - Continued
February 3, 1987
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one
or more neer Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(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 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.
Resolution 87-24 - Continued February 3, 1987
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.
2.05. Redemption. Bonds maturing in the years 1989 through 1996 shall not
be subject to redemption prior to maturity, but Bonds maturing in the years 1997
through 2003 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 direction 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