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95-106 . " . . . . EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF SHOREWOOD HENNEPIN COUNTY, MINNESOTA Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Shorewood, Hennepin County, State of Minnesota, was duly held at the City Hall in said City on Monday, the 23rd day of October, 1995, at 7:30 p.m. The following members were present: Mayor Bean, Council members Benson, McCarty and Malam. and the following were absent: Council member Stover * * * *** * * * The Mayor announced that the next order of business would be the consideration . of bids for the purchase of $1 ,920,000 General Obligation Water Revenue Bonds, Series 1995A. The City Administrator/Clerk then presented the bids which had been received by Springsted Incorporated prior to the time specified in the terms of proposal and had been opened and examined earlier in the day and had been found to be as follows: .- 1 . . e_ After due consideration of said bids, Councilmember I1cCarty then introduced the following resolution and moved its adoption: RESOLUTION NO. 95-106 RESOLUTION AWARDING THE SALE OF $1,920,000 GENERAL OBLIGATION WATER REVENUE BONDS, SERIES 1995A; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT. BE IT RESOLVED, By the City Council of the City of Shorewood, Minnesota, as follows: 1. The bid of CRONIN & CGiPANY, lIC. to purchase $1,920,000 General Obligation Water Revenue Bonds, Series 1995A of the City described in the terms of proposal is hereby found and determined to be the highest and best bid received and shall be and is hereby accepted, such bid being to purchase such bonds at a price of $ 1,908,249.60 plus accrued interest to date of delivery, such bonds to bear interest as follows: YEAR RATE - - 1997 3.90 % 1998 4.00 % 1999 4.15 % 2000 4.40 % 2001 4.45 % 2002 4.55 % 2003 4.65 % 2004 4.75 % The sum of $ 17,049.60 , being the amount bid in excess of $1,891,200, shall be credited to the Debt Service Fund hereinafter created. The City Administrator/Clerk is directed to retain the good faith check of the Purchaser pending completion of the sale and delivery of the Bonds, and to return the good faith checks of the unsuccessful bidders forthwith. The Mayor and City Administrator/Clerk are directed to execute a contract with the Purchaser on behalf of the City. YFAR 2005 2006 2007 2008 2009 2010 2011 RATE 4.80 % 4.90 % 5.00 % 5.10 % 5.25 % 5.40 % 5.50 % 2. The City of Shorewood will forthwith issue and sell its General Obligation Water Revenue Bonds, Series 1995A (the "Bonds") in the principal amount of $1,920,000, dated November 1, 1995, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: 2 '. , ' . YEAR AMOUNT YEAR AMOUNT 1997 $125,000 2005 $125,000 1998 130,000 2006 130,000 1999 125,000 2007 130,000 2000 130,000 2008 125,000 2001 130,000 2009 130,000 2002 125,000 2010 130,000 2003 130,000 2011 125,000 2004 130,000 The City may elect on February 1, 2005, and on any day thereafter, to prepay Bonds due on or after February 1, 2006, at a price of par plus accrued interest. 3. Both principal of and interest on the Bonds shall be payable at American Bank National Association, Saint Paul, Minnesota and the City of Shorewood shall pay the reasonable charges of said bank for its services as paying agent. 4. The Bonds will be printed in substantially the following form: - -- 3 . . .- (Face of the Bonds) UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY CITY OF SHOREWOOD GENERAL OBLIGATION WATER REVENUE BOND, SERIES 1995A Rate Matu rity CUSIP Date of Original Issue November 1, 1995 The City of Shorewood, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the City), acknowledges itself to be indebted and for value received hereby promises to pay to or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable August 1 and February 1 in each year, commencing August 1, 1996, 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. 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 , of _' Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, 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. The City may elect on February 1, 2005, and on any day thereafter, to prepay Bonds due on or after February 1, 2006, at a price of par plus accrued interest. The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax exempt obligations" within the meaning of Section 265(b) (3) of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for he calendar year of issue. Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth hereon. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon 4 . shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Shorewood, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed by the facsimile signatures of the Mayor and the City Administrator/Clerk, and has caused this Bond to be dated as of the date set forth below. Dated: (Facsimile Signature) City Administrator/Clerk (Facsimile Signature) Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. as Bond Registrar and Paying Agent By . Authorized Representative (Reverse of the Bonds) This Bond is one of an issue in the aggregate principal amount of $1,920,000 (the Bonds), all of like date and tenor except as to serial number, denomination, interest rate, maturity date, and redemption privileges, issued pursuant to a resolution adopted by the City Council on October 23, 1995, (the Resolution), to finance the construction of improvements to the water system of the City pursuant to Minnesota Statutes, Chapter 444, and is issued pursuant to and in full conformity with the provisions of the Constitution and laws of the State of Minnesota thereunto enabling, including Minnesota Statutes, Chapter 475. This Bond is payable primarily from net revenues of the water system of the City which are credited to the General Obligation Water Revenue Bond, Series 1995A Fund (the Bond Fund) of the City, but the City is required by law to pay maturing principal hereof and interest hereon from any available funds of the City if moneys on hand in the Bond Fund are insufficient therefor. The Bonds are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. 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 Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond . _ Registrar, duly executed by the registered owner or his attorney; and may also be 5 . 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. The City and the Bond 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 City nor the Bond 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 precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City according to its terms have been done, do exist, have happened and have been performed in regular and due form as so required; that the City has pledged water system revenues, special assessments, and, if necessary, ad valorem taxes, collectible in the years and amounts required to produce sums not less than five percent in excess of the principal of and interest on the Bonds as such principal and interest respectively become due, and has appropriated the same to the Bond Fund in the manner specified in Minnesota Statutes, Section 475.61; that, in the event of any accumulated or anticipated deficiency in the Bond Fund, additional ad valorem taxes are required by law to be levied upon all taxable property in the City without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation. (Form of certificate to be printed on the reverse side of each Bond, following a full copy of the legal opinion.) I certify that the above is a full, true and correct copy of the legal opinion rendered by bond counsel on the issue of Bonds of the City of Shorewood, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Siqnature) City Administrator/Clerk City of Shorewood, Minnesota 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 6 . or regulations: TEN COM - as tenants in common UNIF TRANSFERS MIN ACT . ....Custodian......... TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common under Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns, and transfers unto . the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: 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 any change whatever. Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. -- 7 . . -- The Bond Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided: Name and Address (Include information for all joint owners if the Bond is held by joint account.) PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 8 . 5. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 6. Dates; Interest Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case such Bond shall be dated as of the date of original issue. The interest on the Bonds is payable on February I and August I in each year, commencing August I, 1996, to the owner 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. 7. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the Registrar). The effect of registration and the rights and duties of the City and the Registrar with respect thereto shall be as follows: . (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in a form satisfactory to the Registrar, duly executed 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 Bond is 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 duly authorized in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. .- 9 = . (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is legally authorized. The Registrar shall incur no liability for its refusal, in good faith, to make transfers which, in its judgment, it deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such payments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability of the City upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. . (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be lost, stolen or destroyed, 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 such Bond lost, stolen or destroyed, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond lost, stolen or destroyed, upon filing with the Registrar evidence satisfactory to it that such Bond was lost, stolen or destroyed, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which bond the City and the Registrar shall be named as obligees, all pursuant to the provisions of Minnesota Statutes, Sections 475.69 and 475.70. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, lost, stolen or destroyed 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. 8. Appointment of Initial Registrar. The City hereby appoints American Bank National Association, Saint Paul, r-1innesota as the initial Registrar. The Mayor and the City Administrator/Clerk are authorized to execute and deliver, on behalf of the City, 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 .- 10 . . .- authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove any Registrar upon thirty (30) days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this City, the City Administrator/Clerk shall transmit to the Registrar, from the General Obligation Water Revenue Bond, Series 1995A Fund described in paragraph 10 hereof, monies sufficient for the payment of all principal and interest then due. 9. Execution, Authentication, and Delivery. The Bonds will be prepared under the direction of the City Administrator/Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Administrator/Clerk, provided that the Mayor and City Administrator/Clerk's signatures may be facsimiles thereof. 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 such officer had remained in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative of the Registrar. The executed certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. When the Bonds have been so executed and authenticated, they shall be delivered by the City Administrator/Clerk to the Purchaser upon payment of the purchase price, and the Purchaser shall not be obligated to see to the application of the purchase price. 10. The City Administrator/Clerk will obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except as to dating thereof and will cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the City Administrator/Clerk in substantially the form set forth in the form of Bond. The City Administrator/Clerk is hereby authorized and directed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City offices. 11. Payment; Security; Pledges and Covenants. The City will create and continue to operate its Water Fund to which will be credited all gross revenues of the water system and out of which will be paid all normal and reasonable expenses of current operations of the water system. Any balance therein are deemed net revenues and will be transferred, from time to time to a General Obligation Water Revenue Bonds, Series 1995A Debt Service Fund (Debt Service Fund) hereby created in the Water Fund, which fund will be used only to pay principal of and interest on the Bonds and any other bonds similarly authorized. There will always be retained in the Debt Service Fund a sufficient amount to pay principal of and interest on all the Bonds, and the City Administrator/Clerk 11 . must report any current or anticipated deficiency in the Debt Service Fund to the City Council. There is appropriated to the Debt Service Fund all capitalized interest financed from Bond proceeds, if any, any amount over the minimum purchase price of the Bonds paid by the Purchaser and all accrued interest paid by the Purchaser upon closing and delivery of the Bonds. The City Council covenants and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following covenants and agreements: (a) The City will continue to maintain and efficiently operate the water system as a public utility and convenience free from competition of other like utilities and will cause all revenues therefrom to be deposited in bank accounts and credited to the water system accounts as hereinabove provided, and will make no expenditures from those accounts except for a duly authorized purpose and in accordance with this resolution. (b) The City will also maintain the Debt Service Fund as a separate account in the Water Fund and will cause money to be credited thereto from time to time, out of net revenues from the water plant and system in sums sufficient to pay principal of and interest on the Bonds when due. . (c) The City will keep and maintain proper and adequate books of records and accounts separate from all other records of the City in which will be complete and correct entries as to all transactions relating to the water system and which will be open to inspection and copying by any bond holder, or the holder's agent or attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor, and said account will be audited at least annually by a qualified public accountants and statements of such audit and report will be furnished to all bondholders upon request. (d) The City Council will cause persons handling revenues of the water system to be bonded in reasonable amounts for the protection of the City and the bondholders and will cause the funds collected on account of the operations of the water system to be deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law. (e) The Council will keep the water system insured at all times against loss by fire, tornado and other risks customarily insured against with an insurer or insurers in good standing, in such amounts as are customary for like plants, to protect the holders, from time to time, of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. .- 12 . . .- (f) The City and each and all of its officers will punctually perform all duties with reference to the water system as required by law. (g) The City will impose and collect charges of the nature authorized by Minnesota Statutes, Section 444.075 at the times and in the amounts required to produce net revenues adequate to pay all principal and interest when due on the Bonds and to create and maintain such reserves securing said payments as may be provided in this resolution. (h) The City Council will levy general ad valorem taxes on all taxable property in the City when required to meet any deficiency in net revenues. It is hereby determined that the estimated collection of net revenues and special assessments for the payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. The City Administrator/Clerk is authorized and directed to file a certified copy of this resolution with the County Auditor and to obtain the certificate required by Minnesota Statutes, Section 475.63. 12. Tax Covenant. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, and limitations on amounts invested at a yield greater than the yield on the Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements 13 . and representations: (a) The Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) The City designates the bonds as "qualified tax-exempt obligations" for purposes of Section 265(b )(3) of the Code; (c) The reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501 (c)(3) bonds as not being private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 1995 will not exceed $10,000,000; and (d) Not more than $10,000,000 of obligations issued by the City during calendar year 1995 have been designated for purposes of Section 265(b)(3) of the Code. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. . 13. Book-Entry System; Limited Obligation of City. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 2 hereof. Upon initial issuance, the ownership of each such Bond will be registered in the registration books kept by the Bond Registrar in the name of Kray & Co., as nominee for Midwest Securities Trust Company, Chicago, Illinois, and its successors and assigns (MSTC). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the name of Kray & Co., as nominee of MSTC. With respect to Bonds registered in the registration books kept by the Bond Registrar in the name of Kray & Co., as nominee of MSTC, the City, the Bond Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which MSTC holds Bonds as securities depository (the Participants) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of MSTC, Kray & Co. or any Participant with respect to any ownership interest in the Bonds. (ii) the payment to any Participant or any other person, other than a registered owner of Bonds, as shown by the registration books kept by the Bond Registrar, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, or any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of .- 14 " . . . .- payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Bond Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by MSTC to the City Administrator/Clerk of a written notice to the effect that MSTC has determined to substitute a new nominee in place of Kray & Co., and the words "Kray & Co.," will refer to such new nominee of MSTC; and upon receipt of such a notice, the City Administrator/Clerk will promptly deliver a copy of the same to the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent is other than the City Administrator/Clerk. The form of representation letter proposed to be submitted to MSTC, which is on file with City Administrator/Clerk and presented to this meeting (Representation Letter) is hereby approved, and the City Administrator/Clerk is authorized to execute and deliver the Representation Letter in substantially the form on file, with such changes therein not inconsistent with law as the City Administrator/Clerk and the City Attorney may approve, which approval will be conclusively evidenced by the execution thereof. Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to at all times be complied with. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interest in the Bonds that they be able to obtain Bond certificates, the City will notify MSTC, whereupon MSTC will notify the Participants of the availability through MSTC of Bond certificates. In such event, the City will issue, transfer and exchange Bond certificates as requested by MSTC and any other registered owners in accordance with the provisions of this Resolution. MSTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Bond Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Kray & Co., as nominee of MSTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively in the manner provided in the Representation Letter. 15 . . . ,,1 . " 14. Authentication of Transcript. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. The Mayor and City Administrator/Clerk are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 16 . The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Malam , and upon vote being taken thereon, the following voted in favor thereof: Mayor Bean, Council members Benson, McCarty and Malam. and the following voted against: None. whereupon said resolution was declared duly passed and adopted. Approved this 23rd day of October, 1995. (2reI_~.d--(~-{~Q~~ . Mayor Robert B. Bean James C. Hurm . 17 ,J. It.. . . . STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF SHOREWOOD I, the undersigned, being duly qualified and acting City Administrator/Clerk of the City of Shorewood, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City of Shorewood, Minnesota, held on October 23, 1995, with the original thpreof on file and of record in my office, and the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance of $1,920,000 General Obligation Water Revenue Bonds, Series 1995A of the City. /' .' I , I ~ II f . . j - A.",'V'l~ l . I \-.\..n...l/\-1 City Administrator/Clerk City of Shorewood, Minnesota 18 , "1' .-0 . . . STATE OF MINNESOTA COUNTY OF HENNEPIN COUNTY AUDITOR'S CERTIFICATE AS TO REGISTRATION I, the undersigned County Auditor of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Shorewood, Minnesota, on October 23, 1995, and relating to the issuance of $1 ,920,000 General Obligation Water Revenue Bonds, Series 1995A of said municipality dated November 1, 1995, has been filed in my office and said bonds have been en~ered on the register of obligations in my office. WITNESS My hand and official seal this (SEAL) day of 1995. County Auditor Hennepin County, Minnesota By Deputy 19