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87-030 . 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, Minnesota, was duly held at the City Hall in said City on Monday, the 23rd day of March, 1987, at 7:30 p.m. The following members were present: R. Rascop, B. Brancel, R. Gagne, J. Haugen & K. Stover and the following were absent: None * * * * * * * * * The Mayor announced that the next order of business would be the . consideration of bids for the purchase of $875,000 General Obligation Improvement Refunding Bonds, Series 1987A as advertised for sale. The City Clerk presented affidavits showing publication of notice of bond sale more than ten days in advance of sale in the official newspaper and in Commercial West, a financial paper published in Minneapolis, Minnesota, which affidavits were examined and found satisfactory and . See Attached SPRINGSTED II'JCORPORATED .".~ ".~ Public Finance Advisors 85 East Seventh Place, SUite 100 Saint Paul, Minnesota 55101.2143 612.223.3000 $875,000 CITY OF SHORE WOOD, MINNESOTA GEf\ERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1987 A A WARD: NOR WEST INVESTMENT SERVICES, INCORPORATED And Associates SALE: March 23, 1987 Interest Rates 4.00% 1988 4.30% 1989 4.60% 1990 4.90% 1991 5.20% 1992 5.40% 1993 5 . 60% 1994 5 . 80% 1995 6. 00% 1996 6.10% 1997 6.25% 1998 6 .40% 1999 6.50% 2000 6. 60% 2001 4.25% 1988 4.50% 1989 4.75% 1990 5.00% 1991 5.20% 1992 5.40% 1993 5.60% 1994 5.80% 1995 6.00% 1996 6.15% 1997 6.25% 1998 6.45% 1999 6.60% 2000 6. 70% 2001 4.25% 1988 4.50% 1989 4.75% 1990 5.00% 1991 5 . 25% 1992 5 . 50% 1993 5.70% 1994 Moody's Rating: Baa I Price Net 1 nteres t Cost & Rate Bidder $860,125.00 $390,476.67 (6.2037%) NOR WEST INVESTMENT SERVICES, INCORPORA TED Moore, Juran and Company, Incorporated M.H. Novick & Company, Incorporated Peterson Financial Corporation . PIPER, JAFFRA Y & HOPWOOD INCORPORA TED Allison-Williams Company THE FIRST NATIONAL BANK SAINT PAUL FIRST BANK MINNEAPOLIS Robert W. Baird & Company, ~ Incorporated vougherty, Dawkins, Strand & Yost, Incorporated $857,937.50 $395,813.33 (6.2885%) $860,125.00 $396,696.25 (6.3026%) (cont i nued) SJD~ A 61 . L :,<.j. pn.j.DW ~6DJ~^ V 89.9 :188 . 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' Z01]$ 00.05Z'658$ . 100 Z-OOOZ 6661 8661 L661 9661 5661 %09 . 9 %05 . 9 %01] . 9 %5Z.9 %01.9 %06 . 5 . After due consideration of said bids, Councilmember Gagne introduced the following resolution and moved its adoption: 30-27 RESOLUTION NO. 1196 RESOLUTION AWARDING THE SALE OF $875,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1987A, FIXING THEIR FORM AND SPECIFICATIONS, DIRECTING THEIR EXECUTION AND DELIVERY, PROVIDING FOR THEIR PAYMENT, AND PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF AND PROVID ING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY. WHEREAS, the Notice of Sale advertised $875,000 of General Obligation Improvement Bonds with a proviso that the amount could be adjusted. up or down by a total of $50,000, and WHEREAS, it is determined that it is necessary and advisable to issue $ 875,000 of bonds at the bid rates to accomplish the refunding and no increase or reduction is required. . NOW, THEREFORE, BE IT RESOLVED, By the City Council of the City of Shorewood, Minnesota, as follows: 1. The bid of Norwest Investment Services, Inc. to purchase $875,000 General Obligation Improvement Refunding Bonds, Series 1987A of the City described in the notice of sale thereof is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice of sale and shall be and is hereby accepted, such bid being to purchase such bonds at a pr ice of $860,125 plus accrued interest to date of delivery, such bonds to bear interest as follows: 4.00% 1988 5.80% 1995 4.30% 1989 6.00% 1996 4.60% 1990 6.10% 1997 4.90% 1991 6.25% 1998 5.20% 1992 6.40% 1999 5.40% 1993 6.50% 2000 5.60% 1994 6.60% 2001 The sum of $ 2.280 , being the amount bid in excess of $857,845, shall be credited to the bond sinking fund hereinafter created. The City Clerk is directed to retain the good faith check of the successful bidder pending completion of the sale and delivery of the bonds. The City Clerk is directed to return the checks of the unsuccessful bidders forthwith. . 2. The City of Shorewood shall forthwi 1!h issue and sell its General Obligation Improvement Refunding Bonds, Series 1987A (the ftBondsft) in the principal amount of $875,000, dated April 1, 1987. The printed, . . . fully registered bonds shall be in the denomination of $5,000 each or higher multiples thereof for any single maturity, bearing interest as above set forth, all interest payable August 1, 1987, and semiannually thereafter on February 1 and August 1 in each year, and which bonds mature serially on February 1 in the years and amounts as follows: YEAR AMOUNT YEAR AMOUNT 1988 $65,000 1995 $60,000 1989 65,000 1996 60,000 1990 65,000 1997 60,000 1991 65,000 1998 60,000 1992 65,000 1999 60,000 1993 65,000 2000 60,000 1994 65,000 2001 60,000 All Bonds of this issue maturing after February 1, 1994 are subject to being called for redemption in inverse order of maturity years at the option of the City, on said date and any interest payment date thereafter at a price of par plus accrued interest to date of redemption. 3. Both pr incipal of and interest on the Bonds shall be payable at American National Bank and Trust Company, in St. Paul, MN and the City of Shorewood shall pay the reasonable charges of said bank for its services as paying agent. 4. The Bonds shall be in substantially the following form: . (Face of the Bonds) UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY CITY OF SHOREWOOD GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 1981A Rate Maturity Date of Original Issue CUSIP April 1, 1987 No. $ KNOW ALL MEN BY THESE PRESENTS that the City of Shorewood, Hennepin County, Minnesota, a municipal corporation, (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 specif ied above, payable on February 1 and August 1 in each year, commencing August 1, 1987, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof at the principal office of the Bond Registrar hereinafter designated, the pr incipal hereof are payable in lawful money of the United States of America by check or draft of the , in , Minnesota, as Bond Registrar, Transfer Agent and Paying Agent (the Bond Registrar), or its successor designated under the Resolution described herein. 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 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 Clerk, and has caused this Bond to be dated as of the date set forth below. Dated: I . (Facsimile Signature) City 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 $875,000 (the Bonds), all of like date and tenor except as to serial number, denomination, interest rate, right of redemption and maturity date, issued pursuant to a resolution adopted by the City Council on March 23, 1987, (the Resolution), to finance the refunding of certain outstandin~ general obligations of the City pursuant to Minnesota Statutes, and lS 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 special assessments to be collected from properties benefitted by the improvements which are credited to the General Obligation Improvement Refunding Bond, Ser ies 1987A 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. All bonds of this issue maturing after February 1, 1994, are subject to being called for prior redemption at the option of the City on said date and any interest payment date thereafter a price of par plus accrued interest to date of redemption. 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 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 special assessment revenues and 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. 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 UNIF GIFT MIN ACT...Custodian.... (Cust) (Minor) TEN ENT - as tenants by the entireties JT TEN as joint tenants with right of survivorship and not as tenants in common under Uniform Gifts 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. 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 Bonds are held by joint account.) PLEASE INSERT SOCIAL SECURITY NUMBER OR OTHER IDENTIFYING NUMBER OF ASSIGNEE 5. The Bonds shall be issuable only in fully registered form. The interest and principal amount thereof shall be 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 pr ior to August 1, 1987, in which case such Bond shall be dated as of April 1, 1987. The interest on the Bonds shall be payable on . February 1 and August 1 in each year, commencing August 1, 1987, to the owne r 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 shall appoint and shall mairttain a bond registrar, transfer 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 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. Wheneve r 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. . (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 Re9istrar shall incur no liability for its refusal, in good falth, 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 . . . I I not, for the pu rpose of rece i v ing 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 National Bank and Trust Company, in St. Paul, Minnesota as the initial Registrar. The Mayor and the City Clerk are authorized to execute and deliver, on behalf of the City, a contract with American National Bank and Trust Com2any, in St. Paul, Minnesota as Registrar. Upon merger or consolidatlon 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 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 Clerk- Treasurer shall transmit to the Registrar, from the General Obligation Improvement Refunding Bond, Series 1987A Fund monies sufficient for the payment of all principal and interest then due. . . . 9. Preparation and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the City Clerk, provided that the Mayor and City 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 deli ve red by the City 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. It is hereby determined that the estimated collection of special assessments levied or to be levied for the improvements against property specially benefited thereby will produce at least five percent in excess of the amounts needed to meet, when due, the pr incipal and interest payments on the Bonds. 11. The City Clerk is hereby directed to file in the office of the County Auditor of Hennepin County, a certified copy of this resolution, together with such other information as the County Auditor may require and to obtain from the auditor a certificate that the Bonds have been entered upon the bond register as required by Minnesota Statutes, Section 475.63. 12. The General Obligation Improvement Refunding Bonds, Series 1987A (hereinafter referred to as "the refunding bonds") are issued to refund in advance of matur i ty the fOllowing bonds of the City: $l, 250,000 General Obligation Improvement Bonds, Series 1984A, dated December 1, 1984, maturing on February 1, 1987, and thereafter, of which $1,170,000 principal amount is now outstanding (hereinafter referred to as "the refunded bonds"), pursuant to Minnesota Statutes, Section 475.67. It is hereby found and determined that such refunding shall result in a reduction of interest cost to the City on the refunded bonds as follows: Net Effective Interest Net Effective Interest Date of Refunded Bonds Rate of Refunded Bonds Rate of Refunding Bonds December 1, 1984 7.5842 6.2037 . . . and that such reduction in interest, after the inclusion df all expenses of refunding in the computation of the effective interest rate on the refunding bonds, is adequate to authorize the issuance of the refunding bonds as provided by Minnesota Statutes, Section 475.67, Subdivision 12. 13. As of the date of delivery of and payment for the refunding bonds, the proceeds of the sale of the refunding bonds, togethe r wi th othe r funds hereinafter appropriated for such purpose as shall be necessary to pay the principal of and the interest (and any premium) on the refunded bonds to their maturity are hereby pledged and appropriated and shall be deposited in escrow in account with a suitable banking institution within the State, whose deposits are insured by the Federal Deposit Insurance Corporation, and whose combined capital and surplus is not less than $1,000,000. Said bank is hereby designated escrow agent for such funds, and the City shall pay the reasonable charges of such bank for its services as such escrow agent. Said proceeds and other funds shall be invested in securities maturing or callable at the option of the holder on such dates and bearing such interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained. in escrow, to pay when due the interest to accrue on each obligation at maturity, and to pay the principal amount to each such obligation at maturity, and the monies in said escrow account shall be used solely for the purposes herein set forth and for no other purpose, except that if any balance shall remain in the escrow account after all of the refunded bonds and interest thereon and premium, if any, are paid pursuant to this resolution, then such balance shall be transferred to the sinking fund established hereunder. 14. The City Council hereby finds and determines that the proceeds of the sale of the refunding bonds, together with other funds available and appropriated to the escrow account, will be sufficient, together with the earnings on the investment of said escrow account to pay when due all of the principal and interest on the refunded bonds. 15. Securities purchased from the monies in the escrow account shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8. Securities purchased from the escrow account shall be purchased simultaneously with the delivery of the refunding obligations. 16. On or prior to the delivery of the refunding bonds, the Mayor and the City Clerk are hereby authorized and directed to execute on behalf of the City an Escrow Agreement with American National Bank and Trust Company, in St. Paul, Minnesota in substantially the form on file with the City Clerk. All essential terms and conditions of such Escrow Agreement are hereby approved and adopted and made a part of this resolution, and the Ci ty covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the escrow agent. 17. The officers of the City are hereby authorized and directed to prepare and furnish to the purchaser of the refunding bonds, and to the attorneys approving the legality of the issuance thereof, certified copies of all proceedings and records of the City relating to said bonds and to the financial condition and affairs of the City, and such other affidavits, certificates and information as are required to show the facts relating to . . . the legality and marketability of said bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representation~ 9f the City as to the facts stated therein. The Mayor, Clerk and Admlnls- trator are hereby authorized and directed to certify that they have examined the official statement or prospectus prepared and circulated in connection with the issuance and sale of the bonds and that to the best of their knowledge and belief said statement is a complete and accurate representation of the facts and representations made therein as of the date of said official statement or prospectus. 18. When all refunding bonds issued under this resolution have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the holders of the refunding bonds shall cease, except that the pledge of the full fai th and credi t of the City for the prompt and full payment of the principal of and interest on the refunding bonds (and premiums, if any) shall remain in full force and effect. The City may discharge all refunding bonds which are due on any date by depositing with the Registrar for such bonds on or before that date a sum sufficient for the payment thereof in full; or if any bonds 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 to the date of such deposit. The City may also at any time discharge this issue of bonds in its entirety by complying with the provisions of Minnesota Statutes, Section 475.67, Subdivisions 4 to 12, except that the funds deposited in escrow in accordance with said provisions may (to the extent permitted by law) , but need not be, in whole or in part, proceeds of advance refunding bonds. The Citl may discharge refunding bonds as herein provided without the consent 0 any bondholders. 19. The General Obligation Improvement Bonds, Series 1984A refunded hereby which mature on February 1, 1995, and thereafter shall be redeemed and prepaid on February 1, 1994, in accordance with the terms and conditions set forth in the Notice of Call attached hereto as Exhibit A, which terms and conditions are hereby approved and incorporated herein by reference. The City Clerk is hereby authorized and directed to forthwith publish said notice of call in Commercial West and to send notice of call to the paying agent for the refunded bonds, provided that published notice alone shall be effective. 20. 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 off icers, 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 (the Reglations), and covenants to take any and all actions within its powers to ensure that the interest on the Bonds will not become subject to taxation under the Code and the Regulations. The Bonds will be designated by the City as "qualified tax-exempt obligations" for purposes of the Tax Reform Act of 1986. It is also determined that the Bonds are not . arbitrage bonds and are not private activity bonds. 21. The City has agreed to furnish to the purchaser the approving legal opinion of Messrs. Wurst, Pearson, Larson, Underwood and Mertz, of Minneapolis, Minnesota, and such opinion is hereby requested. The City Clerk shall obtain a copy of said approving legal opinion, which shall be complete except as to dating thereof, and shall cause said opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the City Clerk in substantially the following form: I hereby certify that the foregoin<1 is a full, true and cor rect copy of the legal oplnion executed by the above named attorneys, except as to the dating thereof, which opinion has been handed to me for filing in my office prior to the time of bond delivery. . City Clerk City of Shorewood At the time of delivery, the City Clerk shall prepare a similar separate certificate, and the City 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. 22. The Bonds shall be payable from the General Obligation Improvement Refunding Bonds, Series 1987A Fund hereby created, and the proceeds of any special assessments collected from benefitted properties or from ad valorem taxes levied are hereby pledged to said fund. If any payment of pr incipal or interest on the Bonds shall become due when there is not sufficient money in said fund to pay the same, the City shall pay such pr incipal or interest from the general fund of the Ci ty and such fund may be reimbursed for such advances out of proceeds of tax increments from the redevelopment district when collected. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Hauqen , and upon vote being taken thereon, the following voted in favor thereof: All members present and the following voted against: None whereupon said resolution was declared duly passed and adopted. Approved this day of March, 1987. . Attest: Mayor City Clerk ~ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF SHOREWOOD I, the undersigned, being the duly qualified and acting City 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) (speeial) meeting of the City Council held on March 23, 1987, with the original thereof on file in my office, and the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance and sale of $875,000 General Obligation Improvement Refunding Bonds, Series 1987A of the City. WI~NESS My hand as City Clerk and the corporate seal of the City -;J 5'-"'-#- - C./H' I <?J~ - day off/[MdJ , 1987. ~ this ~~~~ City Clerk City of Shorewood, Minnesota (SEAL) ~ . EXHIBIT A NOTICE OF REDEMPTION $1,250,000 General Obligation Improvement Bonds, Series 1984A Dated December I, 1984 City of Shorewood Hennepin County, Minnesota Notice is hereby given that the bonds of the above issue which mature on February 1 in the years 1995 through 2001, are called for redemption and prepayment on February 1, 1994. The bonds will be redeemed at a price of 100 % of their principal amount plus accrued interest to the date of redemption. Holders of such bonds should present them for payment to Norwest Bank Minneapolis, National Association, on or before said date when . they will cease to bear interest. , 19 87 . Dated March 23 BY ORDER OF THE CITY COUNCIL Sandra L. Kennelly City Clerk City of Shoreuood, Minnesota .