91-079 - 09-24 Authorize $2,250,000 Tax Increment Bonds Series 1991CResolution 91-79
September 24, 1991
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 $2,250,000 GENERAL OBLIGATION
TEMPORARY TAX INCREMENT BONDS, SERIES 1991C
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. 91-76, adopted on
August 20, 1991, authorized the issuance and public sale of General Obligation
Temporary Tax Increment Bonds, Series 1991C, in an aggregate principal amount
of $2,250,000 (the Bonds), pursuant to Minnesota Statutes, Chapters 475 and
Sections 469.174 through 469.179, to finance, along with other available funds,
the cost of acquisition of an existing shopping center facility in the Issuer
and the demolition of the facility and related site preparation costs (the
Project), all 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, 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, Incorporated of Minneapolis, Minnesota, and associates (the
Purchaser), to purchase the Bonds at a price of $2,241,000lus a
ccru
on all Bonds to the day of delivery and payment, on the further termseand nconest
ditions hereinafter set forth.
1.03. Award of Bonds. The sale of the Bonds is hereby awarded to the
Purchaser and the Payor 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, existing, having happened and having been performed
it is now necessary for the City Council to establish the form and terms of they
Bonds, to provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment. The Bonds
shall be originally dated as of October 1, 1991, shl in the denomination of
albe
$5,000 each, or any integral multiple thereof, of single maturities, shall
mature on October 1, 1994, and shall bear interest from date of issue until
ad
or duly called for redemption at the annual rate of 4.90%. 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.
Resolution 91-79 - Continued
September 24, 1991
2.03. Dates and Interest Pa ment Dates. Each Bond shall bear a date of
original issue of October 1, 1991. Upon the initial delivery of the Bonds pur-
suant to Section 2.07 and upon any subsequent transfer or exchange pursuant to
Section 2.06, the date of authentication shall be noted on each Bond so deli-
vered, exchanged or transferred. Interest on the Bonds shall be payable on each
April 1 and October 1, commencing April 1, 1992, to the owners 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. The Bonds shall be subject to redemption and pre-
payment at the option of the Issuer, in whole or in part, by lot as selected by
the Registrar in multiples of $5,000, on December 1, 1991, 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 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 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 registered owner without charge, representing the remaining
principal amount outstanding.
2.05. Appointment of Initial Registrar. The Issuer hereby appoints
• First Trust National Association, St. Paul, Minnesota, as the initial bond
registrar, transfer agent and paying agent (the Registrar) . The Mayor and the
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. 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.
2.06. Registration. The effect of registration and the rights and
duties of the Issuerand 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 aggre-
gate principal amount and maturity, as requested by the transferor. The
Resolution 91-79 - Continued
September 24, 1991
Registrar may, however, close the books for registration of any transfer after
the fifteenth day of the month preceding each interest payment date and until
such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar shall authenticate and deliver one
or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(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 effec-
tual 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 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 substi-
tution for and upon cancellation of any such mutilated Bond or in lieu of and in
substitution for any such Bond destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing
Registrar of evidence satisfactory to it that such Bond was deswith the
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, destroy
stolen or lost Bond has already matured or been c ,
alled for redemption in accor-
dance with its terms it shall not be necessary to issue a new Bond prior to
• (i) Authenticati
�_n2 A ent. The Registrar is hereby designated authen-
ticating agent for the Bonds, within the meaning of Minnesota Statutes, Section
475.55, Subdivision 1 , as amended.
Resolution 91-79 - Continued
September 24, 1991
2.07. Execution, Authentication and Deliver 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
tures may be printed, engraved or lithographed facsimilesoofded thethat originals.gnIn
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 or she 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 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 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 so 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 made and exe-
cuted, 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 printed in substantially the
following form:
[Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
• COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION TEMPORARY TAX INCREMENT BOND, SERIES 1991C
RateDate of
Maturity Original Issue CUSIP
_% October 1, 1994 October 1, 1991
REGISTERED OWNER:
PRINCIPAL AMOUNT:
FOR VALUE RECEIVED, the City of Golden Valley, County of Hennepin,
Minnesota (the Issuer), acknowledges itself to be indebted and hereby promises
to pay to the registered owner named above, or registered assigns, the principal
sum specified above on the maturity date specified above, with interest thereon
from the date hereof at the annual rate specified above, payable on April 1 and
October 1 in each year, commencing April 1, 1992, 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 provi-
sions 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
Minnesota, as Bond Registrar, Transfer Agent and Paying 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 and credit and taxing powers of the Issuer have been
and are hereby irrevocably pledged.
Resolution 91-79 - Continued
September 243, 1991
Additional provisions of this Bond are contained on the reverse hereof
is
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 Llnder 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 Co@@cil, has caused this Bond to be executed on its
behalf by the facsimile signatures of the Mayor and City Manager and has caused
this Bond to be dated as of the date set forth below.
Date of Authentication:
Facsimile Signature
City Manager
CITY OF GOLDEN VALLEY, MINNESOTA
Facsimile Signature
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the e Resolution mentioned
as Registrar
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate principal amount of
$2,250,000, all of like date and tenor, except as to denomination, issued pur-
suant to a resolution adopted by the City Council on September 24, 1991 (the
Resolution), to finance land acquisition, demolition and site preparation costs
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, Sections 469.174
through 469.179. The Bonds of this issue are issuable only in fully registered
form, in denominations of $5,000 or any integral multiple thereof, of single
• maturities.
Resolution 91-79 - Continued
September 24, 1991
The Bonds are each subject to redemption and prepayment at the option of
• the Issuer, in whole or in part, by lot as selected by the Registrar in
multiples of $5,000, on December 1, 1991, 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 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 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 p
rtial
redemption of any Bond, a new Bond or Bonds will be delivered to the
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 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
overdue 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 in and by the
Resolution, the Issuer has covenanted and agreed with the registered owners of
any of the Bonds that it will appropriate to the sinking fund established for
the payment of the Bonds ad valorem tax increments received by the Issuer with
respect to the Valley Square Redevelopment Proiect Area adequate, with other
funds pledged to the payment of the Bonds, including the proceeds of definitive
bonds or additional temporary bonds which the Issuer has covenanted and agreed
to issue and sell prior to the maturity of the Bonds, to pay all principal and
interest when due on the Bonds of this issue, but the full faith and credit and
taxing powers of the Issuer have been pledged to the
and interest when due, and ad valorem taxes, if necessarypayment ocprincipal
forsuchpurpose,will
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 of indebtedness.
Resolution 91-79 - Continued September 24, 1991
• (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 ori-
ginal delivery of and payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
C]
0
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 (Cust) (Minor)
TEN ENT -- as tenants
by entireties under Uniform Transfers
to Minors
JT TEN -- as joint tenants
with right of Act..
survivorship and " " " " " ) " " " "
not as tenants in (State)
common
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 whatsoever.
Resolution 91-79 - Continued
• 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
IDENTIFYING NUMBER OF
ASSIGNEE:
September 24, 1991
Section 3. Use of Proceeds. Upon payment for the Bonds by the
Purchaser, the Finance Director all deposit $2,235,375 of the proceeds into a
separate construction account to be disbursed for use by the Issuer, or the
Housing and Redevelopment Authority of the Issuer, to pay issuance costs of the
• Bonds and the costs of the Project. Any funds remaining after payment of all
such costs shall be transferred to the Bond Fund established pursuant to Section
4 hereof. Any accrued interest shall be deposited directly in the Bond Fund
established pursuant to Section 4 hereof.
Section 4. 1991C Temporary Tax Increment Bond Siking Fund. The Bonds
shall be payable from a separate and special 1991C Temporary Tax Increment Bond
Sinking Fund (the Bond Fund) of the Issuer, which Bond Fund the Issuer agrees to
maintain until the Bonds have been paid in full. If the money in the Bond Fund
should at any time be insufficient to pay principal and interest due on the
Bonds, such amounts shall be paid from other moneys on hand in other funds of
the Issuer, which other funds shall be reimbursed therefor when sufficient money
becomes available in said Bond Fund. The moneys on hand in the Bond Fund from
time to time shall be used only to pay the principal of and interest on the
Bonds. Into the Bond Fund shall be paid all Bond proceeds received from the
Purchaser in excess of $2,235,375, tax increments from the Valley Square
Redevelopment Project Area received from the Housing and Redevelopment Authority
pursuant to a tax increment pledge agreement executed pursuant to Minnesota
Statutes, Section 469.178, subdivision 2, the proceeds of refunding bonds sold
pursuant to Section 5 hereof, any taxes collected pursuant to Section 6 hereof,
and any other funds appropriated by the Council or received from the Housing and
Redevelopment Authority for the payment of the Bonds, including the proceeds of
the sale of the Project to the extent required to retire the Bonds. The Mayor
and City Manager are authorized to execute a Tax Increment Pledge Agreement with
the Housing and Redevelopment Authority relating to the pledge and receipt of
• tax increments, and Project sale proceeds, for this purpose.
Resolution 91-79 - Continued
September 24, 1991
Section 5. Refunding Bonds. The Issuer hereby covenants and agrees
• that at or prior to the maturity of the Bonds it will sell and issue its long
term general obligation bonds, or additional general obligation temporary bonds,
pursuant to Minnesota Statutes, Chapter 475 and Section 469.178, subdivision
5, in a principal amount sufficient to provide the amount needed, together with
any other moneys on deposit in the Bond Fund referred to in Section 4 hereof, to
pay in full the principal of and interest on the Bonds at their maturity.
Section 6. Pledge of Taxin 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, however, presently estimated that
the funds appropriated pursuant to Sections 4 and Section 5 hereof will provide
sums not less than 5% in excess of principal and interest on the Bonds when due,
and therefore no tax levy is presently required.
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 registered owners 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 pre-
mium, 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 maturitor said
redemption date. y
Section 8.Re4istration of Bonds. The Clerk is hereby authorized and
directed to file a certified copy of this resolution with the County Auditor of
Hennepin County and obtain a certificate that the Bonds have been duly entered
upon the Auditor's bond register as required by law.
Section 9. Authentication of Transcript. The officers of the Issuer
and County Auditor of Hennepin County are hereby authorized and directed to pre-
pare and furnish to the Purchaser and to Dorsey & Whitney, Bond Counsel, cer-
tified copies of all proceedings and records relating to the Bonds and such
other affidavits, certificates and information as may be required to show the
facts relating to the legality and marketability of the Bonds, as the same
appear from the books and records 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.
Resolution 91-79 - Continued
September 24, 1991
Section 10. Tax Covenant; Arbitra e 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. All
proceeds of the Bonds will be spent for the costs related to the Project, unless
an opinion is obtained from bond counsel permitting expenditure of proceeds for
other designated purposes. 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. In fulfillment of the foregoing general
covenants, the Issuer specifically agrees that upon acquisition of the shopping
center facility, it will not renew or extend any lease of the facility to any
existing tenant but will cause all tenants to vacate the facilit
promptly
expiration of their existing leases. Thereafter, the Issuer will proceed with
due diligence to demolish the facility and hold the site for redevelopment pur-
poses. Upon sale of the property by the Issuer or the Housing and Redevelopment
Authority to any nongovernmental entity and receipt of the sale proceeds, the
Issuer will promptly redeem the Bonds (in any event not later than 60 days
following receipt of the sale proceeds).
• (b) The Mayor and Manager being the officers of the I
ssuer
the responsibility for issuing the Bonds pursuant to this Resolution,harareed with
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 deli-
very 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. 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 pur-
poses, 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, the Mayor and Manager are hereby authorized and directed to exe-
cute a Rebate Certificate, as part of the closing documentation for the Bonds,
and the Issuer hereby covenants and agrees to observe and perform the covenants
and agreements contained therein, unless amended or terminated in accordance
• with the provisions thereof.
Resolution 91-79 - Continued
September 24, 1991
Section 12. Official Statement. The Official Statement relating to the
Bonds, dated September 10, 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:
S irley J e son, City Clerk
The motion for the adoption of the foregoing resolution was seconded by Member
Johnson and upon a vote being taken thereon, the following voted in favor
thereof: 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.
r
40
I'( --