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97-083 - 11-18 Authorizing Issuance and Payment of $6,875,000 Taxable GO Tax Increment Bonds 1997B CERTIFICATION OF MINUTES RELATING TO $6,875,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1997B Issuer: City of Golden Valley,Minnesota Governing Body: City Council Kind, date, time and place of ineeting: A regular meeting held Tuesday,November 18, 1997, at 6:30 o'clock P.M., at the City Hall, Golden Valley, Minnesota. Members present: Anderson, Johnson, LeSuer, Micks an d Russel l Members absent: n o n e Documents Attached: Minutes of said meeting (including): RESOLUTIONNO. g7-83 RESOLUTION AUTHORIZING ISSUANCE, AWAR.DING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $6,875,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1997B 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 original 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 on November 18, 1997. �-�-��� ��r'��i -,�i��,. �C'Ierk � � � It was reported that 5 sealed proposals for the purchase of$6,875,000 Taxable General Obligation Tax Increment Bonds, Series 1997B, were received prior to 12:30 o'clock p.m., 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,SUITE I00 SAINT PAUL,MN 55101-2887 612-223-3000 FAX:612-223-3002 • �� SPRINGSTED Publi�Fi��ce Advisors , $6,875,000 CITY OF GOLDEN VALLEY, MINNESOTA TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 19978 (BOOK ENTRY ONLY) AWARD: NORWEST INVESTMENT SERVICES, INC. FBS INVESTMENT SERVICES, INC., an operating division of U.S.Bancorp Investments AND ASSOCIATES SALE: November 18, 1997 Moody's Rating: Aa1 Interest Net Interest True Interest Bidder Rates Price Cost Rate NORWEST INVESTMENT SERVICES, INC. 6.00% 1999-2001 $6,823,437.50 $4,068,660.00 6.5719% FBS INVESTMENT SERVICES, INC., 6.10% 2002 AN OPERATING DIVISION OF U.S. 6.20% 2003 BANCORPINVESTMENTS 6.25% 2004 Miller, Johnson & Kuehn, Inc. 6.30% 2005 United Bankers Bank 6.35% 2006 6.40% 2007 6.45% 2008 6.55% 2009 6.60% 2010 6.70% 2011 (Continued) SAINT PAUL,MN • MINNEAPOLIS,MN • BROOKF[ELD,WI • OVERLAND PARK,KS • WASHINGTON,DC � [OWA CI7'Y,IA : i Interest Net Interest True Interest Bidder • Rates Price Cost Rate PIPER JAFFRAY INC. 6.10% 1999 $6,827,101.83 $4,083,117.34 6.5956` 6.15% 2000 6.20% 2001-2002 6.25% 2003 6.35% 2004 6.40% 2005-2007 6.50% 2008 6.55% 2009 6.60% 2010 6.70% 2011 HARRIS TRUST& SAVINGS BANK 6.00% 1999 $6,800,913.00 $4,089,467.00 6.6251% Country Club Bank 6.05% 2000 First Tennessee Capital Markets 6.15% 2001 Isaak Bond Investments, Inc. 6.20% 2002 Josephthal, Lyon & Ross, Inc. 6.25% 2003 NBC Capitat Markets Group, inc. 6.30% 2004 UMB Bank, N.A. 6.40% 2005 Wachovia Bank of North 6.45% 2006 Carolina, N.A. 6.50% 2007-2009 6.55% 2010-2011 CRONIN & COMPANY, INCORPORATED 6.35% 1999-2006 $6,785,645.85 $4,100,357.90 6.6533% SMITH BARNEY INC. 6.40% 2007 Bernardi Securities, Incorporated 6.50% 2008-2010 6.60% 2011 WILLIAM R. HOUGH 8�CO. 6.00% 1999 $6,785,625.00 $4,124,673.75 6.6884% NIKE SECURITIES 6.10% 2000 J.C. BRADFORD & CO. 6.20% 2001-2002 6.25% 2003 6.30% 2004 6.40% 2005-2006 6.50% 2007-2009 6.60% 2010 6.70% 2011 These Bonds are being reoffered at par. BB1: 5.34% Average Maturity: 9.02 Years Member Ru s s e 11 introduced the following resolution and moved its adoption, which motion was seconded by Member Johnson • RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $6,875,000 TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 1997B BE IT RESOLVED by the City Council of the City of Golden Valley, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. Authorization. This Council,by Resolution No. 97-79, adopted November 5, 1997, authorized the issuance and sale on the date hereof of$6,875,000 Taxable General Obligation Tax Increment Bonds, Series 1997B (the Bonds), of the Issuer to finance various eligible project costs (the Improvements) within Golden Hills Redevelopment Tax Increment Financing District (the District) in the Issuer as more fully described in Exhibit A attached hereto under the heading "Taxable TIF.". 1.02. Sale. Pursuant to the Terms of Proposal and the Official Statement prepared on behalf of the Issuer by Springsted Incorporated, sealed proposals for the purchase of the Bonds were received at or before the time specified for receipt of proposals. The proposals have been opened, publicly read and considered and the purchase price, interest rates and net interest cost under the terms of each proposal have been determined. The most favorable proposal received is that of Norwest Investment Services Inc� _� in Minnear�olis , Minneso a _and associates (the Purchaser), to purchase the Bonds at a price of$ 6,823,437.50 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 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 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. Sup�lemental Resolution for Term Bonds. Should the Purchaser determine that any Bonds be issued in the form of term bonds,this Council shall, by a separate and supplemental resolution, set forth further terms and provisions as necessary to provide for the issuance of the term bonds. Should the Purchaser determine that the Bonds be issued only in the form of serial bonds, no further resolution of the Council shall be required. Section 2. Bond Terms: Registration: Execution and Deliver� 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 Pavment. The Bonds shall be originally dated as of December 1, 1997, shall be in the denomination of$5,000 each, or any integral multiple thereof, of single maturities, shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the annual rates set forth opposite such yeazs and amounts, as follows: Year Amount Rate Year Amount Rate 1999 $ 50,000 6.00 0 2006 $640,000 6.35 0 2000 50,000 6.00 2007 680,000 6.40 2001 50,000 6.00 2008 725,000 6.45 2002 500,000 6.10 2009 770,000 6.55 2003 535,000 6.20 2010 825,000 6.60 2004 565,000 6.25 2011 880,000 6.70 2005 605,000 6.30 The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond at the principal office of the Registrar described herein, the principal amount thereof, shall be payable by check or draft issued by the Registrar described herein. For purposes of complying with the maturity provisions of Minnesota Statutes, Section 475.54, subdivision 1, the maturity schedule for the Bonds shall be combined with the maturity schedule for the Issuer's General Obligation Tax Increment Refunding Bonds, dated May 1, 1991. 2.03. Dates and Interest Pavment 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. Interest on the Bonds shall be payable on each February 1 and August 1, commencing August 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. Redemption. Bonds maturing in 2006 and later years shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in such order of maturity dates as the Issuer may select 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 -2- multiples of$5,000, on February 1, 2005, and on any date thereafter, at a price equal to the principal amount thereof and accrued interest to the date of redemption. The Clerk shall cause notice of the call for redemption thereof to be published as required by law and, at least thirty days prior to the designated redemption date, shall cause notice of call for redemption to be mailed, by first class mail, to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.06 hereof, but no defect in or failure to give such mailed notice of redemption shall affect the validity of proceedings for the redemption of any Bond not affected by such defect or failure. Official notice of redemption having been given as aforesaid, the Bonds or portions of Bonds so to be redeemed shall, on the redemption date, become due and payable at the redemption price therein specified and from and after such date (unless the Issuer shall default in the payment of the redemption price) such Bonds or portions of Bonds shall cease to bear interest. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge,representing the remaining principal amount outstanding. 2.05. Apvointment of Initial Re is�trar_. The Issuer hereby appoints First Trust National Association � in Saint Paul , Minnesota , as the initial bond registrar,transfer agent and paying agent(the Registrar). 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 Registraz, 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. Re,gistration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Re ig; ster. 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 -3- 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) Canc_ el_. 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) Improner 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 sha11 incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (fl Persons Deemed Owners. The Issuer and the Registraz 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 effectuai to satisfy and dischazge the liability upon Bond to the extent of the sum or sums so paid. (g) Taxes. Fees and Char es. 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 B nds. 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 Registraz 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 -4- called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to payment. (i) Authenticating Agent. The Registrar is hereby designated 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 Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the Manager, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been prepared, executed and authenticated, the Finance Director shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Securities Depositorv. (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 sender agrees to comply with DTC's Operational Arrangements. -5- (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 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 Registraz 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 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 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 mahzrity 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 applicable 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, if not previously filed with 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 -6- 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 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 HENNEPIN CITY OF GOLDEN VALLEY TAXABLE GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 1997B Interest Rate Maturitv Date Date of Ori�inal Issue CUSIP December 1, 1997 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: THE CITY OF GOLDEN VALLEY, HENNEPIN COUNTY, MINNESOTA(the City), acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal sum specified above on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable on February 1 and August 1 in each year, commencing August l, 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 before maturity. Interest hereon shall be computed on the basis of a 360-day year composed of twelve 30-day months. Interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by , in , , as bond registrar,transfer agent and paying agent(the Registrar), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of$6,875,000 issued pursuant to a resolution adopted by the City Council on November 18, 1997 (the Resolution),to provide funds to finance eligible project costs within the Golden Hills Redevelopment Tax -7- Increment Financing District in the City (the District), and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapters 469 and 475. The Bonds aze issuable only in fully registered form, in denominations of$5,000 or any integral multiple thereof, of single maturities. Bonds maturing in 2006 and later years aze each subject to redemption and prepayment at the option of the City, in whole or in part, in such order of maturity dates as the City may select 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, 2005, and on any date thereafter, at a price equal to the principal amount thereof plus interest accrued to the date of redemption. The City will cause notice of the call for redemption to be published as required by law and, at least thirty days prior to the designated redemption date, will cause notice of the call thereof to be mailed by first class mail to the registered owner of any Bond to be redeemed at the owner's address as it appears on the bond register maintained by the 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 City 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 City 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 sunender hereof together with a written instrument of transfer satisfactory fo 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 City 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. 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 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 City. The City 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 -8- receiving payment and for all other purposes, and neither the City 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 City in accordance with its terms,have been done, do exist, have happened and have been performed as so required; that the City has established its General Obligation Tax Increment Bonds, Series 1997B Bond Fund and has appropriated thereto ad valorem tax increments to be received by the Issuer pursuant to an agreement with the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota, and derived from the Golden Hills Redevelopment Tax Increment Financing District heretofore established by the Housing and Redevelopment Authority, which tax increments are estimated to be receivable in years and amounts not less than five percent in excess of the amounts required to pay the principal of and interest on the Bonds when due; that if necessary for payment of such principal and interest, ad valorem taxes aze required to be levied upon a11 taxable property in the City, without limitation as to rate or amount; that the issuance of this Bond,together with all other indebtedness of the City outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the City 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 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 City of Golden Valley, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. CITY OF GOLDEN VALLEY, MINNESOTA (facsimile signature City Manager� �facsimile si,gnature Ma�orl CERTIFICATE OF AUTHENTICATION Dated This is one of the Bonds delivered pursuant to the Resolution mentioned within. , as Bond Registrar By Authorized Representative -9- i [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 face of the within Bond in every particular, without alteration or enlazgement 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: -10- Section 3. Securitv Provisions. 3.01. Taxable General Obli�;ation Tax Increment Bonds. Series 1997B Construction Fund. There is hereby established on the official books and records of the Issuer a Taxable General Obligation Tax Increment Bonds, Series 1997B Construction Fund (the Construction Fund). To the Construction Fund there shall be credited from the proceeds of the Bonds the sum of$ 6,785,625 and from the Construction Fund there shall be paid all costs and expenses of the Improvements. After payment of all Improvement costs, the Construction Fund shall be discontinued and any Bond proceeds and other funds remaining therein shall be transferred to the Taxable General Obligation Tax Increment Bonds, Series 1997B Bond Fund. 3.02. Taxable General Obligation Tax Increment Bonds. Series 1997B Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid, the Finance Director shall maintain a sepazate debt service fund on the official books and records of the Issuer to be known as the Taxable General Obligation Tax Increment Bonds, Series 1997B Bond Fund (the Bond Fund), and the principal of and interest on the Bonds shall be payable from the Bond Fund. The Issuer irrevocably appropriates to the Bond Fund (a) all amounts in excess of$6,785,625 received from the Purchaser; (b) any excess proceeds of the Bonds transferred to the Bond Fund pursuant to Section 3.01 above; (c)the ad valorem tax increments described in Section 3.03 hereof; (d) any ad valorem taxes collected in accordance with the provisions of Section 3.03 hereof; and(e) such other funds as may be appropriated from time to time by the Issuer to the Bond Fund to pay principal of and interest on the Bonds. The moneys on hand in the Bond Fund from time to time shall be used solely to pay the principal of and interest on the Bonds. 3.03. Pledge of Tax Increments and Taxing� Powers. The Bonds shall be paid primarily from ad valorem tax increments to be received by the Issuer from the Housing and Redevelopment Authority in and for the City of Golden Valley, Minnesota(the Authority), pursuant to a Tax Increment Pledge Agreement(the Agreement)to be executed by and between the Issuer and the Authority, pursuant to which Agreement the Authority shall agree to pay to the Issuer sufficient tax increments derived from the Golden Hills Redevelopment Tax Increment Financing District to pay principal of and interest on the Bonds when due. The City hereby approves Administrative Amendment#1 to the Tax Increment Financing Plan for the District, heretofore approved by the Board of Commissioners of the Authority by resolution adopted November 12, 1997. The Mayor and City Manager are authorized and directed to execute the Agreement on behalf of the Issuer. All tax increments received by the Issuer pursuant to the Agreement shall be deposited in the Bond Fund. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It is hereby estimated that the amounts received by the Issuer pursuant to the Agreement will be not less than 5%in excess of the -11- amounts needed to meet when due the principal and interest payments on the Bonds, and therefore no ad valorem taxes are required to be levied at this time. Section 4. 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 Registraz 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 Registraz on or before that date an amount equal to the principal, interest and redemption premium, if any, which are then due, provided that notice of such redemption has been duly given as provided herein. The Issuer may also at any time discharge its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for this purpose, cash or securities which are authorized by law to be so deposited,bearing interest payable at such time and at such rates and maturing or callable at the holder's option on such dates as shall be required to pay all principal, interest and redemption premiums to become due thereon to maturity or earlier designated redemption date. Section 5. Certification of Proceedin�s. 5.01. Registration of Bonds. The Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin Counties and obtain a certificate that the Bonds have been duly entered upon the Auditor's bond register. 5.02. Authentication of Transcrint. The officers of the Issuer and the County Auditor are hereby authorized and directed to prepaze 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. 5.03. Official Statement. The Official Statement relating to the Bonds, dated November 6, 1997, prepared and delivered on behalf of the Issuer by Springsted Incorporated, is hereby approved, and the officers of the Issuer are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy,completeness and sufficiency thereof. Springsted Incorporated, is hereby authorized on behalf of the Issuer to prepare a�ad d�st.r�bute to the Purchaser within seven business days from the date hereof,a supplement to the Official -12- 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 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 6. Continuin�Disclos��re. (a) Puroose 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 SEC under the Securities Exchange Act of 1934 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 appeaz 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 Bonds or under 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: (1) as soon as available but not later than 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): -13- (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 yeaz then ended, showing in comparative form such figures for the preceding fiscal yeaz 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 standazds 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 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 specified data regarding such replacement operations would be a Material Fact(as defined in paragraph(2) hereo fl, 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. -14- (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 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 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: (A) the failure of the Issuer to provide the Disclosure Information required under pazagraph(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 prepazed; and (E) any change in the fiscal yeaz of the Issuer. -15- (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 pazagraphs (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: Interpretation. (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 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)hereo fl or the consent of the Owners of any Bonds, 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 Bonds, giving -16- 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 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. /s/ Mary E. Anderson Mayor Attest: /s/ William S. Jovnes City Clerk Upon vote being taken thereon,the following voted in favor thereof: Anderson, Johnson, LeSuer and Russell and the following voted against the same: rt i�k S whereupon the resolution was declared duly passed and adopted. -17- EXHIBIT A City of Golden Valiey, Minnesota Breakdown of Project Costs for MEPC Development in Goiden Hiils TIF District (West Area) Taxabte Tax-Exempt Portion Portion Total Land Acquisition (a) $7,960,534 $939,466 �8.900,000 Relocation (a) 2,173,494 256,506 2.430,000 Demolition (a) 536,665 63,335 600,000 Public Improvements 0 1,500,000 1,500,000 Environmental (a) 894,442 105,558 1,000,000 Admin. & Legal (Internal)(a) 1,290,680 152,320 1,443.000 Land Sale Proceeds (a) (2,079,578) (245,422) (2,325,000) Existing TIF Funds (a) (4,024,989) (475.011) (4,500.000) Total Project Costs (b) $6,751,248 $2,296,752 $9,048,000 (a) Tax-exempt portion equal to 10.5558% of total cost. Based on percentage of road area to total land area. (b) Does not include bonding costs.