97-054 - 08-19 Payment of GO Tax Increment Refunding Bonds $3,490,000 CERTIFICATION OF MINUTES RELATING TO
� s,490,o0o GENERAL OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 1997A
Issuer: City of Golden Valley, Minnesota
Governing Body: City Council
Kind, date, time and place of ineeting: A regular meeting held August 19, 1997, at
6:30 o'clock P.M., at the City Hall, Golden Valley, Minnesota.
MembeTs pTesent: Gloria Johnson, Martha Micks and I�layor Mary Anderson
Members absent: Jan LeSuer and Joan Russell
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO. 97- 54
RESOLUTION PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $ 3,490,o00
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS,
SERIES 1997A
I, the undersigned, being the duly qualified and acting recording officer of the public
corporation issuing the bonds referred to in the title of this certificate, certify that the
documents attached hereto, as described above, have been carefully compared with
the origir.al records of said corporation in my legal custody, from which they have
been transcribed; that said documents are a correct and complete transcript of the
minutes of a meeting of the governing body of said corporation, and correct and
complete copies of all resolutions and other actions taken and of all documents
approved by the governing body at said meeting, so far as they relate to said bonds;
and that said meeting was duly held by the governing body at the time and place
and was attended throughout by the members indicated above, pursuant to call and
notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this L�ay of
August, 1997.
Clerk
It was reported that 8 sealed proposals for the purchase of
$3,515,000 General Obligation Tax Increment Refunding Bonds, Series 1997A were
received prior to 12:00 noon, pursuant to the Official Statement distributed to
potential purchasers of the Bonds by Springsted Incorporated, financial consultants
to the Issuer. The proposals have been publicly opened, read and tabulated and were
found to be as follows:
See Attached
85 E.SEVENTH PLACE,SU►TE 100
SAINT PAUL,;�1N 55101-2143
612-223-3000 FAX:612-223-3002
��
SPRINGSTED
Public F'uiance Advisors
$3,515,000*
CITY OF GOLDEN VALLEY, MINNESOTA
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 1997A
(Book Entry Only)
AWARD: SMITH BARNEY
CRONIN 8� COMPANY, INCORPORATED
SALE: August 19, 1997 Moody's Rating: Aa1
Interest Netlnterest True Interest
Bidder Rates Price Cost Rate
SMITH BARNEY 4.30% 2001 $3,508,848.75 $970,503.44 4.5622%
CRONIN & COMPANY; INCORPORATED 4.375% 2002
4.45% 2003
4.55% 2004
4.60% 2005
4.65% 2006
HARRIS TRUST& SAVINGS BANK 4.20% 2001 $3,488,773.45 $970,576.13 4.5792%
Isaak Bond Investments, Inc. 4.30% 2002
UMB Bank, N.A. 4.40% 2003
Wachovia Bank of North 4.50% 2004-2006
Carolina, N.A.
NORWEST INVESTMENT SERVICES, INC. 4.15% 2001 $3,491,273.75 $973,181.46 4.5870%
FBS INVESTMENT SERVICES, INC. 4.25% 2002
4.35% 2003
4.45% 2004
4.55% 2005
4.65% 2006
PIPER JAFFRAY INC 4.20% 2001 $3,491,894.77 $973,009.81 4.5871%.
4.30% 2002
4.40% 2003
4.50% 2004-2005
4.60% 2006
(Continued)
SAINT PAUL,MN • MINNEAPOLIS,MN � BROOKFIELD,W[ � OVERLAND PARK,KS • WASHINGTON,DC IOWA CITY,[A
interest Net Interest True interest
Bidder Rates Price Cost Rate
J.C. BRADFORD & CO. 4.375% 2001 $3,486,880.00 $983,480.42 4.6441%
�IVILLIAM R. HOUGH & CO. 4.50% 2002-2006
NIKE SECURITIES
DAIN BOSWORTH INCORPORATED 4.625% 2001-2006 $3,509,973.40 $989,207.33 4.6533%
DEAN WITTER REYNOLDS 4.40% 2001-2002 $3,487,948.35 $992,393.53 4.6830%
INCORPORATED 4.45% 2003
OPPENHEIMER & CO., INC. 4.55% 2004
PAINEWEBBER INCORPORATED 4.60% 2005
4.625% 2006
GRIFFIN, KUBIK, STEPHENS & 4.60% 2001-2006 $3,495,488.90 $998,371.93 4.7081%
THOMPSON, INC.
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These Bonds are not being reoffered.
BBI: 5.42%
Average Maturity: 6.05 Years
' Subsequent to bid opening, the issue size was reduced by$25,000;the full amount of adjustment was made in the 2006 maturity.
Councilmember Gloria Johnson introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember Martha Micks �
RESOLUTION PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $ 3,490,o00
GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS,
SERIES 1997A
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. By Resolution No. 97-51 duly adopted on August
5, 1997, the Issuer authorized the issuance and sale of its General Obligation Tax
Increment Refunding Bonds, Series 1997A in the approximate principal amount of
$3,515,000, subject to adjustment in accordance with the Terms of Proposal approved
by Resolution No. 97-51 (the Bonds). The proceeds of the Bonds will be used,
together with funds on hand as may be required, to refund on February 1, 2000, the
2001 through 2006 maturities, aggregating $3,435,000 in principal amount, of the
$5,110,000 General Obligation Tax Increment Refunding Bonds, Series 1991A, dated
May 1, 1991 (the Refunded Bonds).
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 Bonds 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 1S that Ot Smith Barney, Inc.
of Chicago Il�inois and associates (the Purchaser). In
accordance with the Terms of Proposal, it is hereby determined to issue the Bonds in
the principal amount of $ 3,490,o0o at a price of $ 3,483,892.5o plus
accrued interest, and upon the further terms and conditions set forth herein.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser
and the Mayor and Manager are hereby authorized and directed to execute a contract
on behalf of the Issuer for the sale of the Bonds in accordance with the terms of the
proposal. The good faith deposit 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.
1.04. Savin�s. It is hereby determined that:
(a) by the issuance of the Bonds the Issuer will realize a substantial
interest rate reduction, a gross savings of approximately $ 204,614
and a present value savings (using the yield on the Bonds, computed in
accordance with Section 148 of the Internal Revenue Code of 1986, as
amended (the Code), as the discount factor) of approximately
� 158, 547 ; and
(b) as of February 1, 2000 (the Crossover Date), the sum of (i) the
present value of the debt service on the Bonds, computed to their stated
maturity dates, after deducting any premium, using the yield of the Bonds as
the discount rate, plus (ii) any expenses of the refunding payable from a
source other than the proceeds of the Bonds or investment earnings thereon,
is lower by 4•81 % (not less than 3%) than the present value of the debt
service on the Refunded Bonds, computed to their stated maturity dates,
using the yield of the Bonds as the discount rate.
Section 2. Bond Terms; Registration; Execution and Deliverv.
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 performed, 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 Pa�ment. The
Bonds shall be originally dated as of September 1, 1997, shall be in denominations of
�5,000 or any integral multiple thereof, ot single maturities, shall mature on
February 1 in the years and amounts stated below, and shall bear interest from date
of issue until paid or duly called for redemption at the annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate
2001 $ 520,000 4.30 % -
2��2 545,000 4.375
2�03 570,000 4.45
2004 595,000 4.55
2QQ5 625,000 4.60
200C 635,000 4.65
For the purpose of complying with the provisions of Minnesota Statutes, Section
�75.54, subdivision l, the maturities of the Bonds shall be combined with the non-
refunded maturities of the Refunded Bonds. The Bonds shall be issuable only in
fully registered form. The interest thereon. and, upon surrender of each Bond, the
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principal amount thereof, shall be payable by check or draft issued by the Registrar
described herein; provided that, so long as the Bonds are registered in the name of a
securities depository, or a nominee thereof, in accordance with Section 2.08 hereof,
principal and interest shall be payable in accordance with the operational
arrangements of the securities depository.
2.03. Dates and Interest Pa�ment Dates. Upon initial delivery of the
Bonds 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 Bond so
delivered, exchanged or transferred. The interest on the Bonds shall be payable on
February 1 and August l, commencing February 1, 1998, 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. Redem�tion. Bonds maturing in 2005 and later years 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 (or, if applicable, by the bond depository in accordance with
its customary procedures) in multiples of $5,000, on February 1, 2004, 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 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
but no detect in or failure to give such mailed notice of redemption shall atfect the
validity of proceedings for the redemption of any Bond not affected by such defect or
failure; provided that notice shall be given to any securities depository in accordance
�vith its operational arrangements. 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 d�ze 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. A��ointment of Initial Re�is�trar. The Issuer hereby appoints
First Trust National Association
in S t . Pau 1 , 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
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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. �istration. The effect of registration and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate trust
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of
Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(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 canceled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Im�ro�er 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.
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(f) Persons Deemed Owners. The Issuer and the Registrar may treat
the person in whose name any Bond is at any time registered in the bond
register as the absolute owner of the Bond, whether the Bond shall be
overdue or not, for the purpose of receiving payment of or on account of, the
principal of and interest on the Bond and for all other purposes; and all
payments made to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destro�ed Bonds. In case any Bond shall
become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any Bond destroyed, stolen or lost, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing
to the Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it, in which both the Issuer and the Registrar shall be
named as obligees. All Bonds so surrendered to the Registrar shall be
canceled 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 accor�ance with its terms it shall not be necessary to
issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Deliverv. The Bonds shall be
prepared under the direction of the Manager and shall be executed on behalf of the
Issuer by the signatures of the Mayor and the Manager, provided that the signatures
may be printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of any Bond, such signature or
facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he
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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
Manager 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 De�ositorv. (a) For purposes of this section the
following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond,
the person in whose name such Bond is recorded as the beneficial owner of such
Bond 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 Bonds.
"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 Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter pursuant
to which the Issuer agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each
stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds
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 Bonds registered in its name for the purposes of payment of
the principal of or interest on the Bonds, selecting the Bonds or portions thereof to
be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, 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
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ownership interest in the Bonds under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of
any Bonds, 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 Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds 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 Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with DTC's
Operationai 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 Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond 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 Bonds 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
the Beneficial Owners that they be able to obtain Bonds 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 Bonds in the form of
certificates. In such event, the Bonds will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the Issuer and the Registrar and
discharging its responsibilities with respect thereto under applicabie law. In such
event the Bonds 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 Bonds is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished
upon receipt by the Registrar of the Bonds 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 Bonds in the form of certificates are
issued to owners other than Cede & Co., its successor as nominee for DTC as owner
of all the Bonds, or another securities depository as owner of all the Bonds, the
provisions of this resolution shall also apply to all matters relating thereto,
including, without limitation, the printing of such Bonds in the form of bond
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certificates and the method of payment of principal of and interest on such Bonds in
the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF GOLDEN VALLEY
GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND, SERIES 1997A
Interest Rate Maturit� Date Date of Original Issue CUSIP No.
September 1, 1997
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Golden Valley, County of Hennepin, State of Minnesota (the
Issuer) acknowledges itself to be indebted and for value received hereby promises to
pay to the registered owner specified above, or registered assigns, the principal
amount specified above on the maturity date specified above, with interest thereon
trom the date hereof at the annual rate specified above, payable on February 1 and
August 1 in each year, commencing February 1, 1998, to the person in whose name
this Bond is registered at the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month, all subject to the provisions
referred to herein with respect to the redemption of the principal of this Bond prior
to its stated maturity. 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 by , in
Minnesota, as Bond Registrar and Paying Agent, or its designated successor under
the Resolution described herein (the Registrar). 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.
This Bond is one of an issue in the aggregate principal amount of
$ issued pursuant to a resolution adopted by the City Council on
August 19, 1997 (the Resolution), to provide funds to refund certain outstanding
general obligation tax increment bonds of the Issuer and is issued pursuant to and in
full conformity with the Constitution and laws of the State of Minnesota thereunto
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enabling, including Minnesota Statutes, Chapters 469 and 475. The Bonds are
issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
Bonds having stated maturity dates in 2005 and later years are each 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 (or, if applicable, by the bond depository in accordance with its customary
procedures) in multiples of $5,000, on February 1, 2004, 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 (or, if applicable,
provided in accordance with the operational arrangements of the bond depository)
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 Registrar, but no defect in or failure
to give such mailed notice of redemption shall affect the validity of proceedings for
the redemption of any Bond not affected by such defect or failure. Official notice of
redemption having been given as aforesaid, the Bonds or portions of Bonds so to be
redeemed shall, on the redemption date, become due and payable at the redemption
price therein specified, and from and after such date (unless the Issuer shall default
in the payment of the redemption price) such Bonds or portions of Bonds shall cease
to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be
delivered to the 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 hereor in person or by the owner's attorney
duly authorized in writing upon surrender hereoi 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 Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
Notwithstanding any other provisions of this Bond, so long as this Bond is
registered in the name of Cede & Co., as nominee of The Depository Trust
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Company, or in the name of any other nominee of The Depository Trust Company
or other securities depository, the Registrar shall pay all principal of and interest on
this Bond, and shall give all notices with respect to this Bond, only to Cede & Co. or
other nominee in accordance with the operational arrangements of The Depository
Trust Company or other securities depository as agreed to by the Issuer.
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 the Bonds are payable from a separate
debt redemption fund of the Issuer and from certain investment earnings on the
proceeds of the Bonds and ad valorem tax increments paid to the Issuer by the
Housing and Redevelopment Authority of the Issuer (the Authority) and derived
from the Authority's Golden Hills Redevelopment Tax Increment Financing
District, which earnings and tax increments will be received by the Issuer in the
years and in amounts sufficient to produce sums not less than five percent in excess
of the principal of and interest on the Bonds when due; that if necessary for
payment of 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; that the
issuance of this Bond, together with all other indebtedness of the Issuer outstanding
on the date hereof and on the date or 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
the legal opinion given by Bond Counsel with reference to the Bonds, dated as of the
date of original issuance and delivery of the Bonds.
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 Issuer, by its City Council, has caused this Bond
to be executed on its behalf by the facsimile signatures of the Mayor and Manager
and has caused this Bond to be dated as of the date set forth below.
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CITY OF GOLDEN VALLEY, MINNESOTA
�facsimile si�nature Manager� �facsimile signature Ma�or�
CERTIFICATE OF AUTHENTICATION
Dated
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
, as Registrar
By
Authorized Representative
[Insert Legal Opinion]
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 the applicable
laws or regulations:
TEN COM -- as tenants in common UTMA ........................... as Custodian for .............
(Cust) (Minor)
under Uniform Transfers to Minors Act ..........
TEN ENT -- as tenants by the entireties (State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
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
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face of the within Bond 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
determined 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 the form of Bond]
Section 3. Use of Proceeds. Upon payment for the Bonds by the
Purchaser, the Finance Director shall deposit and apply the proceeds of the Bonds as
follows: (a) $ 3,450, 567.09 shall be deposited in escrow with First Trust
National Association
in st . Paul , Minnesota (the Escrow Agent), a banking institution
whose deposits are insured by the Federal Deposit Insurance Corporation and whose
combined capital and surplus is not less than $500,000, the funds so deposited,
together with funds of the Issuer in such amount as may be required, to be invested
in securities authorized for such purpose by Minnesota Statutes, Section 475.67,
subdivision 8, maturing on such dates and bearing interest at such rates as are
required to provide funds sufficient, with cash retained in the escrow account, to pay
all interest to become due on the Bonds to and including the Crossover Date and to
pay and redeem the outstanding principal of the Refunded Bonds on the Crossover
Date; (b) � 42,914.ss shall be used to pay issuance expenses of the Bonds; and (c)
$ -o- shall be deposited in the Bond Fund created pursuant to Section
�.01 hereof. The Mayor and City Manager are hereby authorized to enter into an
Escrow Agreement with the Escrow Agent establishing the terms and corniitions for
the escrow account in accordance with Minnesota Statutes, Section 475.67.
Section 4. Bond Fund Tax Increments and Tax Levv.
4.01. General Obli�ation Tax Increment Refunding Bonds Series 1997A
Bond Fund. The Bonds shall be payable from a separate General Obligation Tax
Increment Refunding Bonds, Series 1997A Bond Fund (the Bond Fund) which shall
be created and maintained on the books of the Issuer as a separate debt redemption
fund until the Bonds, and all interest thereon, are fully paid. There shall be credited
to the Bond Fund (i) all receipts of principal and interest on the investments held in
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the escrow account established in Section 3 to and including the Crossover Date
(other than the sum of $3,435,000 received from maturing investments on the
Crossover Date to be used to retire the Refunded Bonds); (ii) all amounts on deposit
in the Bond Fund maintained for the payment of the Refunded Bonds upon the
retirement of the Refunded Bonds; (iii) all tax increments received from the
Housing and Redevelopment Authority of the Issuer (the Authority) and
appropriated by Section 4.02 hereof; (iv) any ad valorem taxes collected in accordance
with the provisions of Section 4.03 hereof; and (v) any other funds appropriated by
the City Council for the payment of the Bonds.
4.02. Pledge of Tax Increment Recei�ts. The Authority and the Issuer
have heretofore duly established the Golden Hills Redevelopment Tax Increment
Financing District (the District) within the Golden Hills Redevelopment Project
Area (the Project). Pursuant to the Tax Increment Financing Plan (the Plan) adopted
and approved by the Authority and the Issuer, ad valorem tax increments paid each
year to the Authority and deposited into a separate tax increment account
maintained in accordance with Section 469.177, subd. 5, to be used in accordance
with the Plan, including the payment of principal and interest on general obligation
bonds issued by the Issuer to finance public redevelopment costs in accordance with
the Plan. The Authority and the Issuer have heretofore entered into a Cooperation
Agreement pursuant to Minnesota Statutes, Section 469.178, subd. 2, whereby the
Authority pledged to the Issuer payment of sufficient tax increment from the
segregated tax increment account to enable the Issuer to pay principal and interest
on the Refunded Bonds as such becomes due. In connection with the issuance of
the Bonds, the Cooperation Agreement shall be amended so as to :�rovide sufficient
tax increment to the Issuer to pay principal and interest on the Re�unded Bonds
through the Crossover Date, and then to pay principal and interest on the Bonds
thereafter during their term. The Mayor and City Manager are authorized to execute
an amendment to the Cooperation Agreement for such purpose. All tax increments
received by the Issuer pursuant to said Cooperation Agreement subsequent to the
Crossover Date shall be deposited in the Bond Fund.
4.03. 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 anticipated that the investment proceeds
appropriated to the Bond Fund as specified in Section 4.01, together with the tax
increments to be received from the Authority as specified in this Section 4.02, will be
at least 5% in excess of the amounts required to pay principal of and interest on the
Bonds as such becomes due and therefore no ad valorem tax levy is required at this
time. Nevertheless, if the balance in the Bond Fund is at any time insufficient to pay
all interest and principal then due on all Bonds payable therefrom, the payment
shall be made from any fund of the Issuer which is available for that purpose,
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subject to reimbursement from the Bond Fund when the balance therein is
sufficient, and the City Council covenants and agrees that it will each year levy a
sufficient amount of ad valorem taxes to take care of any accumulated or anticipated
deficiency, which levy is not subject to any constitutional or statutory limitation.
Section 5. 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 a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given as
provided in Section 2.04. 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 escro�v, 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 or
e�rlier designated redemption date.
Section 6. Tax Covenants; Arbitra�e Matters and Continuin�
Disclosure.
6.01. Tax Covenants. It is hereby determined that, except as otherwise
specified in Section 1313(b) of the Tax Reform Act of 1986, the provisions of the
Internal Revenue Code of 1954, as amended (the 1954 Code) shall be applicable to the
Bonds. In compliance with Section 1313(b), it is hereby found and determined as
follows:
(a) The Issuer, on August 19, 1997, held a public hearing on the
issuance of the Bonds after publication of notice of hearing in the official
newspaper of the Issuer not less than 14 days prior to the date of said hearing.
(b) No more than 2% of the proceeds of the Bonds will be expended to
pay costs of issuance of the Bonds.
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(c) The Bonds constitute the second advance refunding of the General
Obligation Tax Increment Bonds, Series 1985C (the Original Bonds). The
Original Bonds were called, and the Refunded Bonds are being called, for
redemption on their earliest redemption date.
(d) The average maturity of the Bonds is 6 .0 3�years. The proceeds of
the Original Bonds were used primarily to finance land acquisition within the
District and under the provisions of Section 147(b) of the Code such land is
treated as having an economic life of 30 years (from December 1, 1985). Hence
the average maturity of the Bonds does not exceed the remaining economic
life ot the land so financed (approximately 19.25 years).
(e) The Original Bonds were not industrial development bonds as
defined in Section 103(b) of the 1954 Code or private loan bonds as defined in
Section 103(0) of the 1954 Code.
(f) The Issuer covenants and agrees with the owners 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 Code or
the 1954 Code and any regulations issued thereunder, in effect at the time of
such action, and that it will take, or it will cause its officers, employees or
agents to take, all affirmative actions within its powers which may be
necessary to insure that such interest will not become subject to taxation
under �he Code or the 1954 Code and applicable Treasury Regulations, as
presently existing or as nereafter amended and made applicable to the Bonds.
6.02. Certification. The Nlayor and Clerk being the officers of the Issuer
charged �vith 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 applicable
Regulations, stating the facts, estimates and circumstances in existence on the date of
issue and delivery of the Bonds which make it reasonable to expect that tl�e 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 Regulations.
6.03. Arbitra�e�ebate_. 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.
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� 6.04. Qualified Tax-Exem�t Obligations. The City Council hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b)(3) of the Code relating to the disallowance of interest expense for financial
institutions, and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1997
does not exceed $10,000,000.
6.05. Continuing Disclosure. (a) Pur�ose and Beneficiaries. To
provide for the public availability of certain information relating to the Bonds and
the security therefor and to permit the Purchaser and other participating
underwriters in the primary offering of the Bonds to comply with amendments to
Rule 15c2-12 promulgated by the Securities and Exchange Commission (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 Bonds, 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 Bonds. The Issuer is the only
obligated person in respect of the Bonds 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 Bonds, 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 snall 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 Bonds or unc'ter any other provision of this resolution. As used in
this section, Owner or Bondowner means, in respect of a Bond, 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 a Bond, 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 Bond
(including persons or entities holding Bonds through nominees, depositories or
other intermediaries), or (b) is treated as the owner of the Bond 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:
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(1) on or before 365 days after the end of each fiscal year of the Issuer,
commencing with the fiscal year ending December 31, 1997, the following
financial information and operating data in respect of the Issuer (the
Disclosure Information):
(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 headings: City Property Values; City Indebtedness;
and City Tax Rates, Levies and Collections.
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 tinancial
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
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not included in the Disclosure Information and the Issuer determines that certain
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;
(J) 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 a Bond or, if not disclosed, would significantly alter the ivtal
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 a Bond 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:
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(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 (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 Bonds at the request of the Issuer and, at the
expense of such Bondowner, to any Bondowner 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; Inter�retation.
(1) The covenants of the Issuer in this section shall remain in effect so
long as any Bonds 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
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the Issuer to comply with the requirements of this section will not cause
participating underwriters in the primary offering of the Bonds 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 Bonds, by a resolution of this Board 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 Bonds, 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 Bondowners
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 reascns for the amendment and the efiect, it 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.
Section 7. Certification of Proceedings and Redem�tion of Refunded
Bonds.
7.01. 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 and obtain a certificate that the Bonds have been duly entered
upon the County Auditor's bond register.
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7.02. Authentication of Transcrint. 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 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.
7.03. Official Statement. The Official Statement relating to the Bonds,
dated August 6, 1997, prepared and distributed by Springsted Incorporated, the
financial consultant for the Issuer, 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 Bonds required to
be included in the Official Statement by Rule 15c2-12 adopted by 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.
7.04. Redem�tion of Refunded Bonds. The Clerk is hereby directed to
advisz Firstar Trust Company in Milwaukee, Wisconsin, as successor to American
National Bank and Trust Company in St. Paul, Minnesota, as paying agent for the
Refunded Bonds, to call the Refunded Bonds for redemption and prepayment on
their earliest permissible redemption date (February 1, 2000) and to give notice of
redemption in accordance with the resolution authorizing issuance of the Refunded
Bonds.
/s/ Mary E. Anderson '
Mayor
Att2St: /s/ Shirley Nelson
City Clerk
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Upon vote being taken thereon, the following voted in favor thereof:
Gloria Johnson, Martha Micks and Mayor Mary Anderson
and the following voted against the same: None
whereupon the resolution was declared duly passed and adopted.
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