Loading...
90-57 - 09-04 Authorize Issue $695,000 General Obligation Bonds Series 1990BResolution 90-57 September 4, 1990 . Council Member Thompson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $695,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1990B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. (a) This Council, by its Resolution No. 90-49, adopted August 7, 1990, authorized the issuance and public sale of $695,000 General Obligation Improvement Bonds, Series 1990B (the Bonds) of the Issuer to finance various public improvements, as described in Resolution No. 90-49. (b) Notice of Sale has been duly published. Pursuant to the Official Terms of Offering and the Notice of Sale, 9 sealed bids for the purchase of the Bonds were received at or before the time specified for receipt of bids. The bids have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each bid have been determined. The most favorable bid received is that of Norwest Investment Services, Inc. of Minneapolis, Minnesota, and associates (the Purchaser) to purchase the Bonds at a price of $688,745 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. (c) The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the Bonds in accordance with the terms of the bid. The good faith check of the Purchaser shall be retained and depo- sited by the Issuer until the Bonds have been delivered, and shall be deducted from the purchase price paid at settlement. The good faith checks of other bidders shall be returned to them forthwith. Section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Issuance of Bonds. All acts, conditions and things which are required by the onstitution 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, now existing, having happened and having been per- formed, it is now necessary for the City Council to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith. 2.02. Maturities; Interest Rates; Denominations; and Payment. The Bonds shall be designated as General --Obligation Improvement Bonds, Series 19908, shall be originally dated as of September 1, 1990, shall be in denominations of $5,000 or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the annual rates set forth opposite such years and amounts, as follows: Resolution 90-57 - Continued September 4, 1990 Year Amount Interest Rate Year Amount Interest Rate • 1992 $155,000 6.00% 1997 $60,000 6.25% 1993 60,000 6.00 1998 60,000 6.30 1994 60,000 6.10 1999 60,000 6.40 1995 60,000 6.15 2000 60,000 6.50 1996 60,000 6.20 2001 60,000 6.60 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein. 2.03. Dates and Interest Payment Dates. Each Bond shall be dated by the Registrar on the date of7ts authentication and delivery. The date inserted on each bond shall be the last interest payment date to which interest has been paid, or if no interest has been paid, September 1, 1990. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 1991, 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. 2.04. Redemption. Bonds maturing in the years 1992 through 1998 shall not be subject to redemption prior to maturity, but Bonds maturing in 1999 and later years shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, and if in part, in such order as the Issuer may select and by lot, selected by the Registrar, in multiples of $5,000 within any maturity, on February 1, 1998, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The Clerk shall cause notice of the call for redemption thereof to be published as required by law, and at least thirty days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as afore- said, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. 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. 2.05. Appointment of Initial Re istrar. The Issuer hereby appoints Norwest Bank Minnesota, ., inneapolis, Minnesota, as the initial bond registrar, transfer agent and paying agent (the Registrar) for the Bonds. The Mayor and Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with the 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. Resolution 90-57 - Continued September 4, 1990 The Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in which event the prede- cessor Registrar shall deliver all cash and Bonds in its possession to the suc- cessor Registrar and shall deliver the bond register to the successor Registrar. 2.06. Registration. 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 cor- porate 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 regis ere 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 aggre- gate principal amount and maturity, as requested by the transferor. The Registrar may, however, dose 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 mat@@rity, 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 pre- sented 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 instru- ment 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 the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes; and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds (except for an exchange upon a partial redemption of a Bond), 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. Resolution 90-57 - Continued September 4, 1990 (h) Mutilated, Lost, Stolen or Destro ed 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 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 the 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 acco r - dance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent or the Bonds, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 2.07. Execution, Authentication and Delivery. The Bonds shall be pre- pared under the direction of the Manager and shall be executed on behalf of the Issuer by the signatures of the Mayor and the Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the origin- als. 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 or benefit under this Resolution unless and until a certificate of authentication on the 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 represen- tative. 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 prepared, executed and authenticated, the Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Form of Bonds. The Bonds shall be prepared in substantially the following form: • Resolution 90-57 - Continued September 4, 1990 . [Face of the Bonds] UNITED STATES OF AMERICA NO. STATE OF MINNESOTA $ COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1990B Interest Maturity Date of Rate Date Original Issue CUSIP September 1, 1990 REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF GOLDEN VALLEY, COUNTY OF HENNEPIN, MINNESOTA (the Issuer), a duly organized and existing municipal corporation, acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal sum specified above on the maturity date specified above, and to pay interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August 1, 1991, 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 prior to its stated 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 , as Bond Registrar and aying Agent (the Registrar , 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, 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 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 Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Golden Valley, City of Hennepin, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the printed facsimile signatures of its Mayor and City Manager, and has caused this Bond to be dated as of the date set forth below. r^i Resolution 90-57 - Continued September 4, 1990 Dated: 0 CITY OF GOLDEN VALLEY, MINNESOTA Attest: (facsimile) (facsimile) ity manager Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. as Registrar By Authorized epresentative [Reverse of the Bonds] This 3ond is one of a series in the aggregate principal amount of $695,000, all of like date and tenor, except as to maturity date, interest rate, denomination and redemption provision, issued, pursuant to a resolution adopted by the City Council on September 4, 1990 (the Resolution), to finance the costs of local improvements, and is issued pursuant to and in full confor- mity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds of this series are issuable only as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, of single maturities. Bonds of this series maturing in 1998 and earlier years are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in 1999 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 such order as the Issuer may select and by lot, as selected by the Registrar, in multiples of $5,000 within any maturity, on February 1, 1998 and on any date thereafter, at a price equal to the principal amount thereof plus interest accrued to the date of redemption. The Issuer will cause notice of the call for redemption to be published as required by law and, at least thirty days prior to the date specified for redemption, will cause notice of the call thereof to be mailed, by first class mail, to the registered owner of any Bond to be redeemed at the owner's address as it appears on the bond register main- tained by the Registrar, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified, and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. 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. Resolution 90-57 - Continued September 4, 1990 Bonds of this series have been designated as "qualified tax-exempt obli- gations" pursuant to Section 265(b) of the Internal Revenue Code of 1986. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's 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, sub- ject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The Issuer and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is over- due or not, for the purpose of receiving payment and for all other purposes, and neither the Issuer nor the 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 preliminary 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 as so required; that, prior to the issuance hereof the City Council has by the Resolution covenanted and agreed to levy special assessments upon property specially benefited by the local improve- ments financed by the Bonds, and ad valorem taxes on all taxable property in the Issuer, which will be collectible for the years and in amounts sufficient to produce sums not less than 5% in excess of the principal of and interest on the Bonds of this series when due, and has appropriated such special assessments and taxes to its Series 1990B Improvement Bond Sinking Fund for the payment of such principal and interest; that if necessary for payment of such principal and interest, additional ad valorem taxes are required to be levied upon all taxable property in the Issuer, without limitation as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and deli- very, does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. (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, Hennepin County, Minnesota, which includes the within Bond, dated as of the date of original delivery of and payment for the Bonds. (Facsimile Signature) (Facsimile Signature) City Manager Mayor Resolution 90-57 - Continued September 4, 1990 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 in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UTMA as Custodian for (Gust) nor under Uniform Transfers to Minors Act .......................... (State) 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 irrevocab y 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: 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. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: • NOTICE:he assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particu- lar without alteration or enlarge- ment or any change whatsoever. Resolution 90-57 - Continued September 4, 1990 Section 3. Use of Proceeds. There is hereby established on the official books and records of tFe nlssuer a Series 1990B Improvement Construction Fund (the Construction Fund), and the Finance Director shall continue to maintain the Construction Fund until payment of all costs and expenses incurred in connection with the construction of the local improvements financed by the Bonds have been paid. To the Construction Fund there shall be credited from the proceeds of the Bonds, exclusive of unused discount and accrued interest, an amount equal to the estimated cost of the improvements and from the Construction Fund there shall be paid all construction costs and expenses. There shall also be credited to the Construction Fund all special assessments collected with respect to the improve- ments financed by the Bonds, until all costs of the improvements have been fully paid. After payment of all construction costs, the Construction Fund shall be discontinued and any Bond proceeds remaining therein may be transferred to the other funds or accounts established for construction of other improvements instituted pursuant to Minnesota Statutes, Chapter 429. All special assessments on hand in the Construction Fund when terminated or thereafter received, and any Bond proceeds not so transferred, shall be credited to the Series 1990B Improvement Bond Sinking Fund of the Issuer. All proceeds of the Bonds depo- sited in the Construction Fund will be expended solely for the payment of the costs of the improvements referred to in Section 1 hereof (or other improvements authorized pursuant to Chapter 429). All improvements so financed will be owned and maintained by the Issuer and available for use by members of the general public on a substantially equal basis. The Issuer shall not enter into any lease, use or other agreement with any non-governmental person relating to the use of the improvements or security for the payment of the Bonds which might cause the Bonds to be considered "private activity bonds" or "private loan bonds" pursuant to Section 141 of the Internal Revenue Code of 1986, as amended . (the Code). Section 4. Series 1990B Improvement Bond Sinking Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the Series 1990B Improvement Bond Sinking Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund (a) any amount in excess of $687,750 received from the Purchaser; (b) all taxes and special assessments levied and collected in accordance with this Resolution; and (c) all other moneys as shall be appropriated by the City Council to the Bond Fund from time to time. If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the Issuer which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the City Council covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation. Section 5. Special Assessments. The Issuer hereby covenants and agrees that, for the payment of the cost of improvements financed by the Bonds the Issuer has done or will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20% of the cost of each of the improvements financed by the Bonds. The Issuer antici- pates levying assessments in the aggregate principal amount of $278,000. The principal of the assessments shall be payable in not more than ten installments, Resolution 90-57 - Continued September 4, 1990 with interest on unpaid installments thereof from time to time remaining unpaid . at a rate 8% per annum. It is estimated that the principal and interest on such special assessments will be collected in the years and amounts as follows: See Attached Appendix A In the event any such assessment shall at any time be held invalid with respect to any lot or tract of land, due to any error, defect or irregularity in any action or proceeding taken or to be taken by the Issuer or by the City Council or by any of the officers or employees of the Issuer, either in the making of such assessment or in the performance of any condition precedent thereto, the Issuer hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon said property. Section 6. Pledge of Taxin5Powwers. For the prompt and full payment of the principal of ani nterest on,i�Fe Bones as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. In order to produce aggregate amounts which, together with the collections of special assessments as set forth in Section 5 will produce 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. The taxes will be levied and collected in the following years and amounts: Levy Collection Year Year Amount T -99U 1991 1991 1992 50,779 1992 1993 49,223 1993 1994 47,604 1994 1995 45,954 1995 1996 44,272 1996 1997 42,558 1997 1998 40,813 1998 1999 39,005 1999 2000 37,134 Section 7. Defeasance. When all of the Bonds have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Bonds shall cease. The Issuer may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full; or, if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Registrar on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The Issuer 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 Resolution 90-57 - Continued September 4, 1990 securities which are authorized by law to be so deposited, bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or earlier designated redemption date. Section 8. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of—Th—Ts Resolution with the County Auditor of Hennepin County, together with such additional information as the Auditor may require, and to obtain from the Auditor a certificate that the Bonds have been duly entered upon the Auditor's bond register and the tax required by law has been filed. Section 9. Authentication of Transcri t. The officers of the Issuer and the Auditor are hereby author-TiRe-d-Tan-ld directedto prepare and furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, certified copies of all pro- ceedings and records relating to the Bonds and such other affidavits, cer- tificates 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 in their custody and control or as otherwise known to them, and all such certified copies, affidavits and certificates, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Section 10. Tax Covenant; Arbitrage Certificate. (a) 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 Internal Revenue Code of 1986, as amended (the Code) and 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 sub- ject to taxation under the Code and applicable Treasury Regulations, as pre- sently existing or as hereafter amended and made applicable to the Bonds. (b) The Mayor and Manager being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code, and Sections 1.103-13, 1.103-14 and 1.103-15 of the Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it is reasonably expected 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 the applicable regulations. Section 11. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general t—axi powers, that no Bond is a "private activity bond" within the meaning of Section 141 of the Code, that 95%, or more of the net pro- ceeds of the Bonds are to be used for local governmental activities of the Issuer, and that the aggregate face amount of all tax-exempt obligations (other than private activity bonds) issued by the Issuer and all subordinate entities thereof during the year 1990 is not reasonably expected to exceed $5,000,000. Resolution 90-57 - Continued September 4, 1990 Therefore, pursuant to the provisions of Section 148(f)(4)(C) of the Code, the . Issuer shall not be required to comply with the arbitrage rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code. Section 12. Qualified Tax -Exempt Obligations. The City Council hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of qualified tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which will be issued by the Issuer and all subordinate entities during calendar year 1990 does not exceed $10,000,000. �,z za��g�, a y E. 'Andron, mayor ATTEST: Shirley JoNblsdn, City er 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. • Ll • Resolution 90-57 - Continued Appendix A City of Golden Valley, Minnesota $695,000 G.O. Improvement Bonds, Series 1990B 40% Assessed September 4, 1990 Prepared July 17, 1990 By SPRINGSTED Incorporated PROJECTED ASSESSMENT INCOME a) Includes interest from filing date to 12/31/1991. Filing Date: 9/1/1990 Filing Collect Interest Year Year Principal @ 8.000% Total 1990 1991 27,800 29,674a 57,474 1991 1992 27,800 20,016 47,816 1992 1993 27,800 17,792 45,592 1993 1994 27,800 15,568 43,368 1994 1995 27,800 13,344 41,144 1995 1996 27,800 11,120 38,920 1S96 1997 27,800 8,896 36,696 1997 1998 27,800 6,672 34,472 1998 1999 27,800 4,448 32,248 1999 2000 27,800 2,224 30,024 TOTALS 278,000 129,754 407,754 a) Includes interest from filing date to 12/31/1991.