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05-05 - 01-18 - Authorize Sale of General Bonds 2005A CERTIFICATION OF MINUTES RELATING TO $1,465,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2005A Issuer: City of Golden Valley,Minnesota Governing Body: City Council Kind, date, time and place of meeting: A regular meeting held January 18, 2005, at 6:30 o'clock P.M., at the City Hall in Golden Valley, Minnesota. Memberspresent: Freiberg, Loomis, Pentel and Shaffer Members absent: Grayson Documents Attached: Minutes of said meeting(including): RESOLUTION NO. 05-5 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1,465,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2005A 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 January 18, 2005. City Clerk It was reported that four sealed proposals for the purchase of$1,465,000 General Obligation Tax Increment Refunding Bonds, Series 2005A, were received prior to 10:30 o'clock a.m. Central time, 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 380 JACKSON STREET, SUITE 300 SAINT PAUL,MN SS101-2887 651.223.3000 FAX:651.223.3002 E-MAIL: advisors@,springsted.com SPRINGSTED Public Sector Advisor $1,470,000' CITY OF GOLDEN VALLEY, MINNESOTA GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS,SERIES 2005A (BOOK ENTRY ONLY) AWARD: PIPER JAFFRAY&CO. SALE: January 18,2005 Moody's Rating: Aa1 Interest Net Interest True Interest Bidder Rates Price Cost Rate PIPER JAFFRAY&CO. 3.00% 2008-2011 $1,462,017.25 $430,881.50 3.4984% 3.125% 2012 3.375% 2013 3.45% 2014 3.55% 2015 WELLS FARGO BROKERAGE SERVICES, 2.45% 2008 $1,459,710.00 $441,037.50 3.5810% LLC 2.60% 2009 2.80% 2010 3.00% 2011 3.20% 2012 3.40% 2013 3.55% 2014 3.65% 2015 RBC DAIN RAUSCHER INC. 3.25% 2008-2010 $1,460,080.00 $445,132.50 3.6193% 3.50% 2011-2014 3.60% 2015 CRONIN &COMPANY, INCORPORATED 3.00% 2008-2010 $1,495,503.05 $455,171.95 3.6448% 3.50% 2011-2012 4.00% 2013-2015 (Continued) Councilmember Pentel introduced the following resolution and moved its adoption,which motion was seconded by Councilmember Shaffer: RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF$1,465,000 GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2005A BE IT RESOLVED by the City Council of the City of Golden Valley,Minnesota(the "Issuer"), as follows: SECTION 1. AUTHORIZATION AND SALE 1.1. Authorization. This Council,by resolution duly adopted on December 21, 2004, authorized the issuance and sale on the date hereof of$1,465,000 aggregate principal amount of General Obligation Tax Increment Refunding Bonds, Series 2005A(the"Bonds"). The Bonds are being issued to provide funds to be used, along with other available funds, to refinance on March 1, 2005, the 2006 through 2011 maturities of the Issuer's General Obligation Tax Increment Refunding Bonds, Series 1997C, dated December 1, 1997, (the"Refunding")which are presently outstanding in the principal amount of$1,640,000 (the"1997C Bonds"). The Refunding is being carried out for the purpose described in Minnesota Statutes, Section 475.67, Subdivision 3, Section(b)(2)(ii). 1.2. 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 Piper Jaffray Incorporated, in Minneapolis, Minnesota(the"Purchaser"), to purchase the Bonds at a price of$1,457,052.23 plus accrued interest on all Bonds to the day of delivery and payment, on the further terms and conditions hereinafter set forth. 1.3. Award. The sale of the Bonds is hereby awarded to the Purchaser and the Mayor and City Manager are hereby authorized and directed to execute a contract on behalf of the Issuer for the sale of the 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. SECTION 2. BOND TERMS,• REGISTRATION• EXECUTION AND DELIVERY. 2.1. 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. 2.2. Maturities: Interest Rates; Denominations and Pavment. The Bonds shall be originally dated as of February 1,2005, 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 original issue until paid or duly called for redemption at the annual rates set forth opposite such years and amounts, as follows: Year Amount Rate Year Amount Rate 2008 $55,000 3.00% 2012 $85,000 3.125% 2009 60,000 3.00 2013 90,000 3.375 2010 70,000 3.00 2014 510,000 3.450 2011 80,000 3.00 2015 515,000 3.550 The interest thereon and, upon surrender of each Bond, the 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 2.8 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository. 2.3. Dates and Interest Payment Dates. Upon initial delivery of the Bonds pursuant to Section 2.7 and upon any subsequent transfer or exchange pursuant to Section 2.6, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred. Interest on the Bonds shall be payable on February 1 and August 1, commencing August 1, 2005, each such date being referred to herein as an Interest Payment Date, to the person in whose names the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar's close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a business day. Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months. 2.4. Redemption. The Bonds shall not be subject to optional redemption prior to their maturity. 2.5. Appointment of Initial Registrar. The Issuer hereby appoints U.S. Bank National Association, in St. Paul,Minnesota, as the initial bond registrar,transfer agent and paying agent (the"Registrar"). The Mayor and City Manager are authorized to execute and deliver, on behalf of the Issuer, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The Issuer agrees to pay the reasonable and customary charges of the Registrar for the services performed. The Issuer reserves the right to remove the Registrar upon thirty days' notice and upon the appointment of a successor Registrar, in which 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. 2.6. Registration. The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Re ister. 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) Imnroner 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. M 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 the 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 Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the Issuer and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be 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 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. 2.7. Execution,Authentication and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the Issuer by the signatures of the Mayor and the City Manager,provided that the signatures may be printed, photocopied, 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 DTC on behalf of 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. 2.8. Securities Depository. (a) For purposes of this section the following terms shall have the following meanings: "Beneficial Owner"shall mean,whenever used with respect to 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. (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 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 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 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 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 City 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 certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates. 2.9. 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 2005A Interest Rate MatmtLv Date Date of Original Issue CUSIP NO. % February 1, 20_ February 1, 2005 REGISTERED OWNER: CEDE& CO. PRINCIPAL AMOUNT: THOUSAND DOLLARS THE CITY OF GOLDEN VALLEY, MINNESOTA (the"Issuer"), acknowledges itself to be indebted and hereby promises to pay to the registered owner named above, or registered assigns, the principal amount specified above on the maturity date specified above and promises to pay interest thereon from the date of original issue specified above or from the most recent Interest Payment Date (as hereinafter defined)to which interest has been paid or duly provided for, at the annual rate specified above,payable on February 1 and August 1 of each year, commencing August 1,2005 (each such date, an"Interest Payment Date"). The interest so payable on any Interest Payment Date shall be paid 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 calendar month next preceding such Interest Payment Date. 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 U.S. Bank National Association, in St. Paul, Minnesota, as bond registrar, transfer agent and paying agent(the"Registrar"), or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. This Bond is one of an issue in the aggregate principal amount of$1,465,000 (the "Bonds") issued pursuant to resolutions adopted by the City Council on December 21, 2004 and January 18, 2005 (the"Resolutions")to provide funds, together with other available funds of the Issuer, to refund on March 1, 2005 certain maturities of the Issuer's General Obligation Tax Increment Refunding Bonds, Series 1997C, dated December 1, 1997. The Bonds are 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 are issuable only in fully registered form, in denominations of$5,000 or any integral multiple thereof, of single maturities. The Bonds are not subject to optional redemption prior to their maturity. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the Issuer at the principal office of the Registrar,by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the Issuer will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. 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 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 Issuer has established its General Obligation Tax Increment Refunding Bonds, Series 2005A Bond Fund and has appropriated thereto certain ad valorem tax increments pledged to it by the Housing and Redevelopment Authority of the City of Golden Valley from the Golden Hills Redevelopment Tax Increment Financing District,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 are required to be levied upon all taxable property in the Issuer,without limitation as to rate or amount; and that the issuance of this Bond, together with all other indebtedness of the Issuer outstanding on the date hereof and on the date of its actual issuance and delivery, does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation of indebtedness. 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,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 signature Mavor) CERTIFICATE OF AUTHENTICATION Dated: This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION, as Bond Registrar By Authorized Representative 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) TEN ENT - as tenants by the entireties under Uniform Transfers to Minors Act .............. JT TEN-- as joint tenants with right of survivorship and not as tenants in common(State) 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 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 Bond Form] SECTION 3. SECTION 3. USE OF PROCEEDS AND SECURITY. 3.1. Bond Proceeds. Upon payment for the Bonds by the Purchaser,the City Clerk shall deposit$1,440,628.02 in the General Obligation Tax Increment Refunding Bonds, Series 1997C Bond Fund to be applied to the refunding of the 1997C Bonds on March 1, 2005 and shall deposit $5,098.18 in the Bond Fund created pursuant Section 3.2 hereof. 3.2. General Obligation Tax Increment Refunding Bonds Series 2005A Bond Fund. So long as any of the Bonds are outstanding and any principal of or interest thereon unpaid,the Finance Director shall maintain a separate debt service fund on the official books and records of the Issuer to be known as the General Obligation Tax Increment Refunding Bonds, Series 2005A 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) the amount specified in Section 3.1 above; (b)the ad valorem tax increments pledged to the Issuer by the Housing and Redevelopment Authority of the City of Golden Valley, Minnesota derived from the Golden Hills Redevelopment Tax Increment Financing District pursuant to a Pledge Agreement dated as of February 1, 2005; (c) any ad valorem taxes collected in accordance with the provisions of Section 3.3 hereof; and (d) 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. 3.3. Pledge of Taxing Powers. For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due,the full faith, credit and unlimited taxing powers of the Issuer shall be and are hereby irrevocably pledged. It is hereby estimated that the funds appropriated to the Bond Fund as set forth in Section 3.2(a) and (b) hereof will produce amounts not less than five percent in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, and therefore no ad valorem taxes are required to be levied at this time. 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, 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 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 Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit. The Issuer may also at any time discharge its obligations with respect to any 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 and interest to become due thereon to maturity. SECTION 5. CERTIFICATION OF PROCEEDINGS. 5.1. Registration of Bonds. The City Clerk is hereby authorized and directed to file a certified copy of this resolution with the County Auditor of Hennepin County(the"County Auditor") and obtain a certificate that the Bonds have been duly entered upon the County Auditor's bond register. 5.2. Authentication of Transcript. The officers of the Issuer and the County Auditor are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey& Whitney LLP, Bond Counsel, certified copies of all proceedings and records relating to the 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. 5.3. Official Statement. The Official Statement relating to the Bonds, dated January 5, 2005,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 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 as is 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. TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING DISCLOSURE. 6.1. General Tax Covenant. The Issuer covenants and agrees with the owners from time to time of the Bonds, that it will not take, or pen°nit to be taken by any of its officers, employees or agents, any action which would cause the interest on the Bonds to become includable in gross income of the recipient under the Internal Revenue Code of 1986 (the Code) and applicable Treasury Regulations (the Regulations), and covenants to take any and all affirmative actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and the Regulations. The Issuer represents and covenants that all improvements refinanced from the proceeds of the Bonds are and will be owned and operated by the Issuer and available for use by members of the general public on a substantially equal basis. The Issuer has not and will not enter into any lease, management contract, operating agreement, flow agreement,use agreement or other contract relating to the use, operation or maintenance of the refinanced improvements which would cause the Bonds to be considered"private activity bonds"or"private loan bonds"pursuant to Section 141 of the Code. 6.2. Arbitrage Certification. The Mayor and City Manager,being the officers of the Issuer charged with the responsibility for issuing the Bonds pursuant to this resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and Section 1.148-2(b) of the 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 the proceeds of the Bonds will not be used in a manner that would cause the Bonds to be arbitrage bonds within the meaning of the Code and Regulations. 6.3. Arbitrage Rebate. The Issuer acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code. The Issuer covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under said Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no "gross proceeds"of the Bonds (other than amounts constituting a"bona fide debt service fund") arise during or after the expenditure of the original proceeds thereof. 6.4. Continuing Disclosure. (a) Purpose 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 (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. The Issuer has complied in all material respects with any undertaking previously entered into by it under the Rule. 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 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(ii)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) on or before 365 days after the end of each fiscal year of the Issuer, commencing with the fiscal year ending December 31, 2004, 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 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) 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 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 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 (a Repository) 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,• 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) hereof)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 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. (e) Alternative Filing System. To the extent filings or notices are required to be made to any Repository or State Depository under this Section, the Issuer reserves the right to use www.DisclosureUSA.org currently maintained by the Municipal Advisory Council of Texas, or any similar system that is acceptable to the Securities Exchange Commission. Upon vote being taken thereon, the following voted in favor thereof. Loomis, Shaffer, Freiberg, and Pentel and the following voted against the same: None whereupon the resolution was declared duly passed and adopted.