Loading...
91-061 - 05-28 $4,000,000 Tax Increment Bonds Series 1991BResolution 91-61 May 28, 1991 • Member Stockman introduced the following resolution and moved its adoption: RESOLUTION NO. 91-61 RESOLUTION RELATING TO $4,000,000 GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 19918; AUTHORIZING THE ISSUANCE, PRESCRIBING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND THE SECURITY THEREFOR 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. Authorization. This Council, by Resolution No. 91-47 adopted on April 16, 1991, authorized the issuance and public sale of General Obligation Tax Increment Bonds, Series 19918, in an aggregate principal amount of $4,000,000 (the Bonds), pursuant to Minnesota Statutes, Chapters 475 and 469.174, through 469.179, to finance the cost of acquisition of necessary right- of-way for the upgrading and reconstruction of Winnetka Avenue (the Improvements), within the Valley Square Redevelopment Project Area. 1.02. Sale of Bonds. Notice of Sale has been duly published. Pursuant to the Official Terms of Offering and the Notice of Sale, five (5) 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 is the purchase price, interest rates bid have been determined. The most Kubik, Stephens & Thompson, Inc. of Purchaser), to purchase the Bonds a on all Bonds to the day of delivery ditions hereinafter set forth. and net interest cost under the terms of each favorable bid received is that of Griffin, Chicago, Illinois, and associates (the t a price of $3,968,800 plus accrued interest and payment, on the further terms and con - 1.03. Award of Bonds. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and Manager are hereby authorized and directed on behalf of the Issuer to execute a contract 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 deposited 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 Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed precedent to and in the valid issuance of the Bonds having been done, 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 Tax Increment Bonds, Series 1991B, shall be originally dated as of June 1, 1991, shall be in denominations of $5,000 or any integral multiple thereof, of single maturities, shall mature on Resolution 91-61 - Continued May 28, 1991 • 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: Year Amount Interest Rate 1994 $425,000 5.30% 1995 440,000 5.50 1996 460,000 5.70 1997 480,000 5.80 1998 505,000 5.90 1999 535,000 6.00 2000 565,000 6.10 2001 590,000 6.20 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 of its 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, June 1, 1991. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 1992, to the owner of record thereof as of the close of business on the fif- teenth day of the immediately preceding month, whether or not such day is a business day. 2.04. Redemption. Bonds maturing in the years 1994 through 1999 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 2000 and 2001 shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order as the Issuer shall determine and within a maturity by lot as selected by the Registrar in multiples of $5,000, on February 1, 1999, and on any date thereafter, at a price equal to the prin- cipal 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 the call thereof for redemption to be mailed, by first class mail, to the registered owners of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof. Official notice of redemption having been given as aforesaid, the Bonds or por- tions 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 registered owner without charge, representing the remaining principal amount outstanding. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints Norwest Bank Minnesota, National Association, in Minneapolis, 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 Resolution 91-61 - Continued May 28, 1991 • deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting cor- poration 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 ser- vices performed. 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 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. 2.06. 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 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 exe- cuted 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 pre- ceding 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. (d) Cancellation. All Bonds surendered upon any transferor 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 per- son 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 prin- cipal 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. Resolution 91-61 - Continued May 28, 1991 (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 reim- burse 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 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 accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authen- ticating agent for 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 prepared under the direction of the Clerk 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 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 pur- poses, 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 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 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: 0 Resolution 91-61 - Continued May 28, 1991 • [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 19918 Interest Maturity Date of Rate Date Original Issue CUSIP June 1, 1991 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 February 1, 1992, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a busi- ness 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 andaying 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, County 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. • Dated: CITY OF GOLDEN VALLEY, MINNESOTA Attest: (facsimile) (facsimile) City Manager Mayor Resolution 91-61 - Continued May 28, 1991 . CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. as Registrar By Authorized Vepresentative [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $4,000,000, 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 May 28, 1991 (the Resolution), to finance the costs of land acquisition and related costs of public improvements within the Valley Square Redevelopment Project Area in 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, Chapters 475 and 469. The Bonds are issuable only as fully registered bonds, in denominations of $5,000 or any integral multiple thereof, of single maturities. • Bonds of this issue maturing in 1999 and earlier years are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in 2000 and later years are each subject to redemp- tion and prepayment at the option of the Issuer, in whole or in part, in such order as the Issuer shall determine and, within a maturity, by lot as selected by the Registrar in multiples of $5,000, on February 1, 1999, 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 designated redemption date, 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 maintained by the Bond 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 spe- cified, 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 registered owner without charge, representing the remaining principal amount outstanding. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the 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 Resolution 91-61 - Continued May 28, 1991 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, 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 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, con- ditions 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 Valley Square Redevelopment Project Area has been duly established within the Issuer and the Issuer has estimated that the amount of tax increments to be derived therefrom, in excess of the amount required to be used to pay other bonds payable therefrom, will be sufficient to produce sums not less than five percent in excess of the principal of and interest on the • Bonds when due, and has appropriated the same to the payment of such principal and interest; that if necessary for payment of such principal and interest, 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 delivery, 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 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 UTMA as Custodian for in common ust Minor TEN ENT -- as tenants by entireties under Uniform Transfers to Minors Resolution 91-61 - Continued JT TEN -- as joint tenants with right of survivorship and not as tenants in common May 28, 1991 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 irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration o t e within Bond, with full power of substitution in the premises. Dated: 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 whatsoever. is Signature Guaranteed: Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFING NUMBER OF ASSIGNEE: Section 3. Security Provisions. Section 3.01. Construction Fund. There is hereby established on the offi- cial books and records of the Housing and Redevelopment Authority of the City of Golden Valley (the Authority) and the Issuer a Series 1991B Tax Increment Bond Construction Fund (the Construction Fund). To the Construction Fund there shall be credited from the proceeds of the Bonds the sum of $3,956,000 and from the Construction Fund there shall be paid all costs and expenses of the Improvements. After payment of all costs of the Improvements, the Construction Fund shall be discontinued and any Bond proceeds remaining therein shall be transferred to the Series 1991B Tax Increment Bond Sinking Fund of the Issuer. Section 3.02. Bond 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 Resolution 91-61 - Continued May 28, 1991 . be known as the Series 1991B Tax Increment 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) all amounts in excess of $3,956,000 received from the original purchaser of the Bonds; (b) the ad valorem tax increments described in Section 3.03; (c) the ad valorem taxes described in Section 3.04; and (d) any excess Bond proceeds as described in Section 3.01. The moneys on hand in the Bond Fund from time to time shall be used solely to pay the principal of and interest on the Bonds. Section 3.03. Pledge of Tax Increments. Tax increments to be derived by the Authority from the Valley Square Redevelopment Project Area are pledged and appropriated for the payment of the principal of and interest on the Bonds and so much thereof as is necessary for this purpose shall be transmitted to the Issuer by the Authority and deposited in the Bond Fund. The Mayor and City Manager are authorized to execute a Tax Increment Pledge Agreement with the Authority relating to the pledge and receipt of tax increments for this purpose. Section 3.04. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It is hereby determined that the collections of tax increments as set forth in Section 3.03 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, and therefore no ad valorem taxes are required to be levied at this time. Section 3.05. Additional Bonds. The Issuer reserves the right to issue such additional general obligation tax increment bonds as may be required to finance costs of the Project not financed hereby or to finance costs of other projects to be undertaken by the Issuer within the Project, and to make such additional bonds and the interest thereon payable from the the tax increments collected from the Project on a parity as to both principal and interest with the Bonds herein authorized and all other bonds payable therefrom. Section 4. Defeasance. When all of the Bonds have been discharged as pro- vided 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 depo- siting 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 • 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. Resolution 91-61 - Continued May 28, 1991 • Section 5. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of this 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. Section 6. Authentication of Transcript. The officers of the Issuer and the Auditor are hereby authorized and directed to 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 fur- nished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. Section 7. Tax Covenant. The Issuer covenants and agrees with the registered holders from time to time of the Bonds that it will not take, or per- mit 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 subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. All proceeds of the Bonds will be spent for the Improvements or other improvements of a public nature within the Project. No expenditure shall be made which would cause the Bonds to be considered "private activity bonds" or "private loan bonds" within the meaning of Section 141 of the Code. 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 8. Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for the exception from the rebate requirement under Section 148(f)(4)(C) of the Code and no "gross proceeds" of the Bonds (other than amounts constituting a "bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. In furtherance of the foregoing, is the Mayor and Manager are hereby authorized and directed to execute a Rebate Certificate, as part of the closing documentation for the Bonds, and the Issuer Resolution 91-61 - Continued May 28, 1991 • hereby covenants and agrees to observe and perform the covenants and agreements contained therein, unless amended or terminated in accordance with the provi- sions thereof. • Section 9. Official Statement. The Official Statement relating to the Bonds, dated May 13, 1991, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency thereof. ATTEST: i rl ey s n, 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: Bakken, Johnson, Russell, 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 his signature attested by the City Clerk.