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96-054 - 05-22 Sale $350,000 Obligation Equipment Indebtedness Series 1996BResolution 96-54 Councilmember introduced the following resolution and moved its adoption, which motion was seconded by Councilmember RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $350,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 1996B 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 duly adopted on April 2, 1996, authorized the issuance and sale of $350,000 General Obligation Equipment Certificates of Indebtedness, Series 1996B (the Obligations) of the Issuer to finance the costs of acquiring items of capital equipment (the Project). Said items of capital equipment have a useful life not less than the term of the Obligations. The principal amount of the Obligations does not exceed .25 percent of the market value of taxable property in the Issuer. 1.02. Sale. Pursuant to the Terms of Proposal and the Official . Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of the Obligations were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of in and associates (the Purchaser), to purchase the Obligations at a price of $ plus accrued interest on all Obligations to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.03. Award. The sale of the Obligations 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 Obligations in accordance with the terms of the proposal. The good faith deposit of the Purchaser shall be retained by the Issuer until the Obligations have been delivered, and shall be deducted from the purchase price paid at settlement. Section 2. Obligation Terms: Registration: Execution and Delivery,. 2.01.. Issuance of Obligations. 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 Obligations having been done, now existing, having happened and having been performed, it is now necessary for the City Council to establish the form and terms of the Obligations, to provide security therefor and to issue the Obligations forthwith. 2.02. Maturities: Interest Rates: Denominations and Payment. The Obligations shall be originally dated as of June 1, 1996, 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, without option of prior payment, and shall bear interest from date of issue until paid at the annual rates set forth opposite such years and amounts, as follows: Year Amount Interest Rate 1998 $105,000 1999 120,000 2000 125,000 The Obligations shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Obligation 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. Upon the initial delivery of the Obligations pursuant 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 Obligation so delivered, exchanged or transferred. 2.03. Dates and Interest Payment Dates. Interest on the Obligations shall be payable on each February 1 and August 1, commencing February 1, 1997, 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 Obligations shall not be subject to prepayment prior to their stated maturities. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints in . Minnesota as the initial bond registrar, transfer agent and paying agent (the Registrar) for the Obligations. 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. The Issuer .reserves the right to remove the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in which • -2- event the predecessor Registrar shall deliver all cash and Obligations 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 Obligations and the registration of transfers and exchanges of Obligations entitled to be registered, transferred or exchanged. (b) Transfer of Obligations. Upon surrender for transfer of any Obligation 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 Obligations of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. • (c) Exchange of Obligations. Whenever any Obligations are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Obligations of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Obligations surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the Issuer. (e) Improper or Unauthorized Transfer. When any Obligation is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Obligation 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 Obligation is at any time registered in the bond register as the absolute owner of the Obligation, whether the Obligation is -3- U shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Obligation 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 Obligation to the extent of the sum or sums so paid. (g) Taxes. Fees and Charges. For every transfer or exchange of Obligations (except for an exchange upon a partial redemption of an Obligation), the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. (h) Mutilated. Lost. Stolen or Destroyed Obligations. In case any Obligation shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Obligation of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Obligation or in lieu of and in substitution for any Obligation destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of an Obligation destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Obligation 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 Obligations so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the Issuer. If the mutilated, destroyed, stolen or lost Obligation has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Obligation prior to payment. (i) Authenticating Agent. The Registrar is hereby designated authenticating agent for the Obligations, within the meaning of Minnesota Statutes, Section 475.55, Subdivision 1, as amended. 2.07. Execution. Authentication and Delivery. The Obligations 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 Obligations shall cease to be such officer before the delivery of any Obligation, 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 Obligation shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of -4- authentication on the Obligation has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Obligations need not be signed by the same representative. The executed certificate of authentication on each Obligation shall be conclusive evidence that it has been authenticated and delivered under this Resolution. When the Obligations 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. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner" shall mean, whenever used with respect to an Obligation, the person in whose name such Obligation is recorded as the beneficial owner of such Obligation by a Participant on the records of such Participant, or such person's subrogee. "Cede & Co." shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Obligations. "DTC" shall mean The Depository Trust Company of New York, New York. "Participant" shall mean any broker-dealer, bank or other financial institution for which DTC holds Obligations as securities depository. "Representation Letter" shall mean the Representation Letter pursuant to which the sender agrees to comply with DTC's Operational Arrangements. (b) The Obligations shall be initially issued as separately authenticated fully registered obligations, and one Obligation shall be issued in the principal amount of each stated maturity of the Obligations. Upon initial issuance, the ownership of such Obligations shall be registered in the bond register in the name of Cede & Co., as nominee of.DTC. The Registrar and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Obligations registered in its name for the purposes of payment of the principal of or interest on the Obligations, selecting the Obligations or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Obligations under this resolution, registering the transfer of Obligations, and for all other purposes whatsoever; and neither the Registrar nor the Issuer shall be affected by any notice to the contrary. Neither the Registrar nor the Issuer shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Obligations under or through DTC or any Participant, or any other person which _" -5- is not shown on the bond register as being a registered owner of any Obligations, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Obligations, with respect to any notice which is permitted or required to be given to owners of Obligations under this resolution, with respect to the selection by DTC or any Participant of any person to receive payment in the event of a partial redemption of the Obligations, or with respect to any consent given or other action taken by DTC as registered owner of the Obligations. So long as any Obligation is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Obligation, and shall give all notices with respect to such Obligation, only to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer's obligations with respect to the principal of and interest on the Obligations to the extent of the sum or sums so paid. No person other than DTC shall receive an authenticated Obligation for each separate stated maturity evidencing the obligation of the Issuer to make payments of principal and interest. Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Obligations will be transferable to such new nominee in accordance with paragraph (e) hereof. (c) In the event the Issuer determines that it is in the best interest of 40the Beneficial Owners that they be able to obtain Obligations in the form of bond certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Obligations in the form of certificates. In such event, the Obligations will be transferable in accordance with paragraph (e) hereof. DTC may determine to discontinue providing its services with respect to the Obligations at any time by giving notice to the Issuer and the Registrar and discharging its responsibilities with respect thereto under applicable law. In such event the Obligations will be transferable in accordance with paragraph (e) hereof. (d) The execution and delivery of the Representation Letter to DTC by the Mayor or Manager is hereby authorized and directed. (e) In the event that any transfer or exchange of Obligations is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Obligations to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution. In the event Obligations in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Obligations, or another securities depository as owner of all the Obligations, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such 0 . Obligations in the form of bond certificates and the method of payment of principal of and interest on such Obligations in the form of bond certificates. 2.09. Form of Obligations. The Obligations shall be prepared in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF GOLDEN VALLEY GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 1996B Interest Rate MaturiM Date Date of Original Issue CUSIP No. June 1, 1996 REGISTERED OWNER: PRINCIPAL AMOUNT: THE CITY OF GOLDEN VALLEY, COUNTY OF HENNEPIN, MINNESOTA (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal sum specified above on the maturity date specified above, without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing February 1, 1997, to the person in whose name this Obligation is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. Interest hereon shall be computed on the basis of a 360 -day year composed of twelve 30 -day months. 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 or other agreed means of payment by . in . Minnesota, as Registrar 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, credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. This Obligation is one of an issue in the aggregate principal amount of $350,000 issued pursuant to a resolution adopted by the City Council on May 7, 1996 (the Resolution), to finance the costs of acquisition of capital equipment, and is issued pursuant to and in full conformity with the Constitution and laws of the -7- State of Minnesota thereunto enabling, including Minnesota Statutes, Section 412.301 and Chapter 475. The Obligations are issuable only in fully registered form, in denominations of $5,000 or any integral multiple thereof, of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Obligation 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 Obligations of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Obligation or Obligations 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 Obligations have been designated by the Issuer as "qualified tax-exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986. The Issuer and the Registrar may deem and treat the person in whose name this Obligation is registered as the absolute owner hereof, whether this Obligation 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 Obligation 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 levied ad valorem taxes on all taxable property in the Issuer, which taxes will be collectible for the years and in amounts sufficient to produce sums not less than five percent in excess of the principal of and interest on the Obligations when due, and has appropriated such taxes to its General Obligation Equipment Certificates of Indebtedness, Series 1996B 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; that the issuance of this Obligation, 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 and that the opinion printed hereon is a full, true and correct copy of _" -8- • the legal opinion given by Bond Counsel with reference to the Obligations, dated as of the date of original delivery of the Obligations. This Obligation 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 Obligation to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Obligation to be dated as of the date set forth below. Date of Authentication: CITY OF GOLDEN VALLEY, MINNESOTA (facsimile signature - City Manager) (facsimile signature - Mayor), CERTIFICATE OF AUTHENTICATION This is one of the Obligations delivered pursuant to the Resolution mentioned within. . as Registrar Authorized ,Representative [Insert legal opinion] The following abbreviations, when used in the inscription on the face of this Obligation, shall be construed as though they were written out in full according to the applicable laws or regulations: TEN COM -- as tenants UTMA................................ as Custodian for................... in common (Cult) (Minor) under Uniform Transfers to Minors Act ...... (State) TEN ENT -- as tenants by the entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common in 0 Additional abbreviations may also be used. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Obligation and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Obligation on the books kept for registration of the within Obligation, 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 Obligation in every particular, without alteration or enlargement or any change whatsoever. Signature Guaranteed: Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Registrar, which requirements include membership or participation in STAMP or such other "signature guaranty program" as may be 40accordance by the Registrar in addition to or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended. PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE: [end of bond form] Section 3. General Obligation Equipment Certificates of Indebtedness Series 1996B Sinking Fund. So long as any of the Obligations 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 General Obligation Equipment Certificates of Indebtedness, Series 1996B Sinking Fund (the Sinking Fund), and the principal of and interest on the Obligations shall be payable from the Sinking Fund. The Issuer irrevocably appropriates to the Sinking Fund (a) any amount in excess of $348,250 received from the Purchaser; (b) all taxes levied and collected in accordance with this Resolution; and (c) all other moneys as shall be appropriated by the City Council to the Sinking Fund from time to time. If the balance in the Sinking Fund is at any time insufficient to pay all interest and principal then due on all Obligations payable therefrom, the payment shall be made from any fund of the Issuer which is -10- • available for that purpose, subject to reimbursement from the Sinking 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 4. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Obligations 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 not less than 5% in excess of the amount needed to meet when due the principal and interest payments on the Obligations, ad valorem taxes are hereby levied on all taxable property in the Issuer. The taxes are to be levied and collected in the following years and amounts: Levy Years Collection Years Amount 1996-1998 1997-1999 See attached Levy Computation The taxes shall be irrepealable as long as any of the Obligations are outstanding and unpaid, provided that the Issuer reserves,the right and power to reduce the tax levies in accordance with the provisions of Minnesota Statutes, Section 475.61. Section 5. Defeasance. When all of the Obligations have been discharged as provided in this section, all pledges, covenants and other rights granted by this Resolution to the holders of the Obligations shall cease. The Issuer may discharge its obligations with respect to any Obligations 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 Obligation 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 at any time discharge its obligations with respect to any Obligations, 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 and interest to become due thereon to maturity. Section 6. Certification of Proceedings. 6.01. Registration of Obligations and Lew o, f Taxes. 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 Obligations have been • -11- duly entered upon the Auditor's bond register and the tax required by law has been levied. 6.02. Authentication of Transcript. The officers of the Issuer and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the Obligations and such other affidavits, certificates and information as may be required to show the facts relating to the legality and marketability of the Obligations, 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. 6.03. Official Statement. The Official Statement relating to the Obligations, dated April 23, 1996, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved. Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare and distribute to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Obligations required to be included in the Official Statement by Rule 15c2-12 adopted by the Securities and Exchange Commission (the SEC) under the Securities Exchange Act of 1934. The officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement. Section 7. Tax Covenants: Arbitrage Matters: Reimbursement and Continuing Disclosure. 7.01. General Tax Covenant. The Issuer covenants and agrees with the registered owners from time to time of the Obligations that it will not take, or permit to be taken by any of its officers, employees or agents, any actions that would cause interest on the Obligations to become includable in gross income of the recipient under the Code and applicable Treasury Regulations (the Regulations), and covenants to take any and all actions within its powers to ensure that the interest on the Obligations will not become includable in gross income of the recipient under the Code and the Regulations. In particular, the Issuer covenants and agrees that all proceeds of the Obligations will be expended solely for the payment of the costs of acquisition and installation of capital equipment to be owned and maintained by the Issuer and used in the Issuer's general governmental operations. The Issuer shall not enter into any lease, use or other agreement with any non-governmental person relating to the use of the equipment or security for the payment of the Obligations which might cause the Obligations to be considered "private activity bonds" or • -12- . "private loan bonds" pursuant to Section 141 of the Internal Revenue Code of 1986 (the Code). 7.02. Certification. The Mayor and Manager being the officers of the Issuer charged with the responsibility for issuing the Obligations 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 applicable Regulations, stating the facts, estimates and circumstances in existence on the date of issue and delivery of the Obligations which make it reasonable to expect that the proceeds of the Obligations will not be used in a manner that would cause the Obligations to be "arbitrage bonds" within the meaning of the Code and Regulations. 7.03. Arbitrage Rebate Exemption. It is hereby found that the Issuer has general taxing powers, that no Obligation is a "private activity bond within the meaning of Section 141 of the Code, that 95% or more of the net proceeds of the Obligations 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 1996 is not reasonably expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section 148(f)(4)(D) 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. is 7.04. Qualified Tax -Exempt Obligations. The City Council hereby designates the Obligations 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 1996 does not exceed $10,000,000. 9.05. Reimbursement. The Issuer certifies that the proceeds of the Obligations will not be used by the Issuer to reimburse itself for any expenditure with respect to the equipment which the Issuer paid or will have paid more than 60 days prior to the issuance of the Obligations unless, with respect to such prior expenditures, the Issuer shall have made a declaration of official intent which complies with the provisions of Section 1.150-2 of the Regulations; provided that this certification shall not apply (i) with respect to certain de minimis expenditures, if any, with respect to the equipment meeting the requirements of Section 1.150- 2(f)(1) of the Regulations, or (ii) with respect to "preliminary expenditures" for the equipment as defined in Section 1.150-2(f)(2) of the Regulations which in the aggregate do not exceed 20% of the "issue price" of the Obligations. -13- . 9.06. Continuing Disclosure. (a) Purpose and Beneficiaries. To provide for the public availability of certain information relating to the Obligations and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Obligations to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Obligations, the Issuer hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the Outstanding Obligations. The Issuer is the only obligated person in respect of the Obligations within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made. If the Issuer fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any Outstanding Obligations, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance. Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law. Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Obligations or under any other provision of this resolution. • As used in this section, Owner or Obligationowner means, in respect of an Obligation, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in respect of an Obligation, any person or entity which (i) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Obligation (including persons or entities holding Obligations through nominees, depositories or other intermediaries), or (ii) .is treated as the owner of the Obligation for federal income tax purposes. (b) Information To Be Disclosed. The Issuer will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the Issuer, the following information at the following times: (1) on or before 365 days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 1996, the following financial information and operating data in respect of the Issuer (the Disclosure Information): -14- (A) the audited financial statements of the Issuer for such fiscal year, containing balance sheets as of the end of such fiscal year and a statement of operations, changes in fund balances and cash flows for the fiscal year then ended, showing in comparative form such figures for the preceding fiscal year of the Issuer, prepared in accordance with generally accepted accounting principles promulgated by the Financial Accounting Standards Board as modified in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the Issuer, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the Issuer; and (B) To the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under the headings: City Property Values, City Indebtedness, City Tax Rates, Levies and Collections, Funds on Hand, City Investments, Major Employers in the City and City -Issued Building Permits, which information may be unaudited. Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the Issuer shall provide on or before such date unaudited financial statements in the format required for the audited financial statements as part of the Disclosure Information and, within 10 days after the receipt thereof, the Issuer shall provide the audited financial statements. Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to each of the repositories hereinafter referred to under subsection (c) or the SEC. If the document incorporated by reference is a final official statement, it must be available from the Municipal Securities Rulemaking Board. The Issuer shall clearly identify in the Disclosure Information each document so incorporated by reference. If any part of the Disclosure Information can no longer be generated because the operations of the Issuer have materially changed or been discontinued, such Disclosure Information need no longer be provided if the Issuer includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other Issuer operations in respect of which data is not included in the Disclosure Information and the Issuer determines that certain -15- • specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations. • If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the Issuer shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided. (2) In a timely manner, notice of the occurrence of any of the following events which is a Material Fact (as hereinafter defined): (A) Principal and interest payment delinquencies; (B) Non-payment related defaults; (C) Unscheduled draws on debt service reserves reflecting financial difficulties; (D) Unscheduled draws on credit enhancements reflecting financial difficulties; (E) Substitution of credit or liquidity providers, or their failure to perform; (F) Adverse tax opinions or events affecting the tax-exempt status of the security; (G) Modifications to rights of security holders; (H) Bond calls; (I) Defeasances; () Release, substitution, or sale of property securing repayment of the securities; and (K) Rating changes. As used herein, a Material Fact is a fact as to which a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell an Obligation or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public. Notwithstanding the foregoing sentence, a Material Fact is also an event that would be deemed material for purposes of the purchase, holding, or sale of an Obligation within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event. (3) In a timely manner, notice of the occurrence of any of the following events or conditions: -16- (A) the failure of the Issuer to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder, (B) the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the Issuer under subsection (d)(2); (C) the termination of the obligations of the Issuer under this section pursuant to subsection (d); (D) any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and (E) any change in the fiscal year of the Issuer. (c) Manner of Disclosure. The Issuer agrees to make available the information described in subsection (b) to the following entities by telecopy, overnight delivery, mail or other means, as appropriate: (1) the information described in paragraph (1) of 'subsection (b), to each then nationally recognized municipal securities information repository under the Rule and to any state information depository then designated or operated by the State of Minnesota as contemplated by the Rule (the State Depository), if any; (2) the information described in paragraphs (2) and 3 of subsection P gT P () (b), to the Municipal Securities Rulemaking Board and to the State Depository, if any; and (3) the information described in subsection (b), to any rating agency then maintaining a rating of the Obligations at the request of the Issuer and, at the expense of such Obligationowner, -to any Obligationowner who requests in writing such information, at the time of transmission under paragraphs (1) or (2) of this subsection (c), as the case may be, or, if such information is transmitted with a subsequent time. of release, at the time such information is to be released. (d) Term: Amendments: Interpretation. (1) The covenants of the Issuer in this section shall remain in effect so long as any Obligations are Outstanding. Notwithstanding the preceding sentence, however, the obligations of the Issuer under this section shall terminate and be without further effect as of any date on which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the Issuer to comply with the requirements of this -17- section will not cause participating underwriters in the primary offering of the Obligations to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof. (2) This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the Issuer from time to time, without notice to (except as provided in paragraph (c)(3) hereof) or the consent of the Owners of any Obligations, by a resolution of this Council filed in the office of the recording officer of the Issuer accompanied by an opinion of Bond Counsel, who may rely on certificates of the Issuer and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the Issuer or the type of operations conducted by the Issuer, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Obligations, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or . supplement does not materially impair the interests of the Obligationowners under the Rule. If the Disclosure Information is so amended, the Issuer agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. (3) This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule. Upon vote being taken upon the foregoing resolution, the following voted in favor thereof: and the following voted against the same: 40 whereupon the resolution was declared duly passed and adopted. -18- Resolution 96-55 May 22, 1996 0 Member Johnson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE EXECUTION OF A JOINT COOPERATION AGREEMENT BETWEEN THE CITY OF GOLDEN VALLEY AND HENNEPIN COUNTY FOR CONTINUED PARTICIPATION IN THE URBAN HENNEPIN COMMUNITY DEVELOPMENT BLOCK GRANT PROGRAM WHEREAS, the City of Golden Valley, Minnesota and the County of Hennepin have in effect a Joint Cooperation Agreement for purposes of qualifying as an Urban County under the United States Department of Housing and Urban Development Community Development Block Grant (CDBG) and HOME Investment Partnerships (HOME) Programs; and WHEREAS, the City and County wish to execute a new Joint Cooperation Agreement in order to continue to qualify as an Urban County for purposes of the Community Development Block Grant and HOME Programs. BE IT THEREFORE RESOLVED that the current Joint Cooperation Agreement between the City and the County be terminated and a new Joint Cooperation Agreement between the City and County be executed effective October 1, 1996, and the Mayor and the City Manager be authorized and directed to sign the Agreement on behalf of the City. • ATTEST: � Mr, -tson, City Clerk I F" %ail Oderson,Mayor The motion for the adoption of the foregoing resolution was seconded by Member Russell and upon a vote being taken thereon, the following voted in favor thereof: Anderson, Johnson, LeSuer, Micks and Russell; 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.