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88-028 RES ; t '-' . - . CERTIFICATION OF MINUTES RELATING TO $1,180,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1988A Issuer: City of Elk River, Minnesota Governing Body: City Council regular Kind, date, time, and place of meeting: A Council meeting held Monday, April 18, 1988, at 7:00 o'clock p.m., at the Elk River City Library in Elk River, Minnesota (the City). Members present: Mayor Gunkel, Councilmembers, Dobel, Schuldt, Tralle and Holmgren Members absent: None Documents Attached: Minutes of said meeting (including): RESOLUTION NO. 88-28 RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1,180,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1988A I, the undersigned, certify that the documents attached hereto, as described above, have been carefully compared with the original records of the City, 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 the City, 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 and the seal of the City this April, 1988. 18 day of 7#-d p ~/~ City Clerk (Seal) ~ ,'. j. The Clerk presented to the Council affidavits showing 4It publication of a notice of sale of $1,180,000 General Obligation Improvement Bonds, Series 1988A, of the City, In accordance with the resolution adopted by the City Council on March 21, 1988. The affidavits were examined, found to comply with the requirements of applicable law, and directed to be placed on file. The Clerk then reported that lO sealed bids for the bonds had been received at the time and place designated in the notice of sale. The bids received are described on the schedule attached hereto. Member Gunkel then introduced the following resolution and moved its adoption: RESOLUTION NO. 88-28 . RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE, PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR THE PAYMENT OF $1,180,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1988A BE IT RESOLVED by the City Council of the City of Elk River, Minnesota (the Issuer), as follows: Section 1. Authorization and Sale. 1.01. This Council, by resolution duly adopted March 21, 1988, authorized the issuance and sale of General Obligation Improvement Bonds, Series 1988A, of the Issuer, initially dated May 1, 1988, hereinafter called "the Bonds," the proceeds of which are to be used, together with any additional funds of the Issuer which might be required, to finance the costs of certain improvements as described in said resolution of March 21, 1988 (the Improvements). 1.02. Notice of sale of the Bonds has been duly published, and the Council has publicly considered all sealed bids presented in conformity with the notice. The most favorable of such bids is determined to be that of First Bank National Association (the Purchaser), to purchase the Bonds at a price of $ 1,170,088 plus accrued interest to the day of ~ delivery and payment, and upon the further terms and conditions 2 . . set forth in this resolution. The bid of the Purchaser is hereby accepted and the sale of the Bonds is hereby awarded to the Purchaser. 1.03. The Mayor and the City Clerk-Administrator are directed to execute in duplicate a contract on the part of the Issuer for the sale of the Bonds in accordance with the terms described in Section 1.02, and to deliver a duplicate to the Purchaser. The City Treasurer is directed to deposit the Purchaser's check securing the contract of sale, and to return the checks securing other bids to the respective bidders. section 2. Bond Terms; Registration; Execution and Delivery. 2.01. Maturities; Interest Rates; Denominations. The Bonds shall be designated General obligation Improvement Bonds, Series 1988A, shall be originally dated as of May 1, 1988, shall be in the denomination of $5,000 each, or any integral multiple thereof, shall mature on February 1, in the respective years and amounts stated below, and shall bear interest from date of issue until paid or duly called for redemption at the respective annual rates set forth opposite such years and amounts, as follows: Year Amount Rate . 1990 $325,000 5.25% 1991 $190,000 5.40 1992 $185,000 5.65 1993 $130,000 5.80 1994 $125,000 6.10 1995 $ 45,000 6.25 1996 $ 45,000 6.40 1997 $ 45,000 6.60 1998 $ 45,000 6.80 1999 $ 45,000 6.90 . 2.02. Dates; Interest Payment Dates; Interest and Principal Payment. 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 February 1, 1989, in which case such Bond shall be dated as of May 1, 1988. Interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing February 1, 1989, 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 (the Record Date). Interest shall be paid on each interest payment date by check or draft mailed to the person in whose name the 3 . . Bond is registered on the registration books of the city maintained by the Registrar and at the address appearing thereon on the Record Date. Principal of any Bond, at maturity or earlier redemption, is payable on presentation and surrender of the Bond at the principal office of the paying agent. 2.03. Registration. The Bonds shall be issued in fully registered form. The Issuer shall appoint, and shall maintain, a bond registrar, transfer agent, and paying agent (the Registrar). The effect of registration and the rights and duties of the Issuer and the Registrar with respect thereto shall be as follows: (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of the Bonds and the registration of transfers and exchanges of Bonds. . (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, so designated 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 Issuer. (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 4. . 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. ( f ) Persons Deemed Owners. The Issuer and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of, any 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 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 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 such 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 such 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 cancelled 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. . 5 . . . . 2.04. Appointment of Initial Registrar. The Issuer hereby appoints Marquette Bank, N.A. ,Minneapolis ,Minnesota, as the initial Registrar. The Mayor and the City Clerk- Administrator are authorized to execute and deliver, on behalf of the Issuer, a contract with said 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 (30) days notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its possession to the successor Registrar and shall deliver the bond register to the successor Registrar. 2.05. Optional Redemption. Bonds maturing in the years 1990 through 1995 shall not be subject to redemption prior to maturity, but Bonds maturing in the years 1996 through 1999 shall be subject to redemption and prepayment at the option of the Issuer, in whole or in part, in inverse order of maturity dates and by lot, assigned in proportion to their principal amount, within any maturity, on February 1, 1995, and any interest payment date thereafter at a price equal to the principal amount thereof and accrued interest to the date of redemption. Prior to the date set for redemption of any Bond which is to be called for redemption prior to its stated maturity date, the City Clerk shall cause notice of the call for redemption thereof to be published as required by law, and, at least 30 days prior to the designated redemption date, shall cause notice of the call for redemption thereof to be mailed to the registered holders of any Bonds to be redeemed at their addresses as they appear on the bond register described in Section 2.03 hereof. 2.07. Execution, Authentication, and Delivery. The Bonds shall be prepared under the direction of the city Clerk- Administrator and shall be executed on behalf of the Issuer by the signatures of the Mayor and City Clerk-Administrator, provided that all signatures may be printed, engraved, or lithographed facsimiles of the originals. In case any officer whose signature, or a facsimile of whose signature, shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if that 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 hereunder until the 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. The executed certificate of authentication on each Bond shall be conclusive evidence that 6. . . . it has been authenticated and delivered under this resolution. When the Bonds have been so prepared, executed, and authenticated, the City Treasurer shall deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.08. Form of Bonds. The Bonds shall be printed in substantially the following form: 7 . . . . [Face of the Bonds] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1988A Rate Maturity Date of original Issue CUSIP May 1, 1988 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS. KNOW ALL PERSONS BY THESE PRESENTS that City of Elk River, Minnesota, (the Issuer), acknowledges itself to be indebted and for value received hereby promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above, unless called for earlier redemption, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360-day year of twelve 30 day months), payable on February 1 and August 1 (the Interest Payment Date) in each year, commencing February 1, 1989, until the principal sum is paid or has been provided for. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of , a duly organized and validly existing under the laws of (the Registrar), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the registered owner at the address appearing on the bond register maintained by the Registrar at the close of business on the 15th day, whether or not a business day, of the calendar month next preceding such Interest Payment Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. 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. 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 Issuer in accordance with its terms, 8 . . . . / . have been done, do exist, have happened, and have been performed in regular and due form, time, and manner as so required; that the Bonds are payable from a separate debt service account of the Issuer and from special assessments which have been appropriated to such account; that, if necessary for payment of principal and of interest on the bonds of this issue, ad valorem taxes may be levied upon all taxable property within the corporate limits of the Issuer without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the Issuer to exceed any constitutional or statutory limitation. 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 IN THIS PLACE. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the resolution authorizing its issuance (the Resolution) until the Certificate of Authentication hereon shall have been executed by t~le Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the Issuer by its City Council has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and the City Clerk-Administrator and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF ELK RIVER, MINNESOTA C$lh C~ ~-iA-r-')J~,t Mayor ATTEST: l#~ p Q~ City Clerk-Administrator CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By: Authorized Representative 9 . . . . [Reverse of the Bonds] This Bond is one of an issue in the aggregate principal amount of $1,180,000, all of like date and tenor, except as to maturity date, interest rate, denomination, and redemption privilege issued pursuant to a resolution adopted by the City council on April 18, 1988 (the Resolution), to provide funds to finance certain improvement projects, and is issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota thereunto enabling, including Chapters 429 and 475. The Bonds of this series are issuable only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of single maturities. Bonds of this issue maturing in 1995 and earlier years are payable on their respective stated maturity dates without option of prior payment, but Bonds having stated maturity dates in 1996 and later years are each subject to redemption and prepayment at the option of the Issuer, in whole or in part, and if in part in inverse order of maturity dates and by lot, assigned in proportion to their principal amount, within any maturity, on February 1, 1995, and any Interest Payment Date thereafter, at a price equal to the principal amount thereof plus interest accrued to the date of redemption. Prior to the date specified for the redemption of any Bond which is to be called for redemption prior to its stated maturity date, the Issuer will cause notice of the call for redemption to be published as required by law, and, at least 30 days prior to the designated redemption date, will cause notice of the call for redemption thereof to be mailed to the registered owner of any Bond to be redeemed at his address as it appears on the bond register maintained by the Registrar. Upon partial redemption of any Bond, a new Bond or Bonds will be delivered to the owner without charge, representing the remaining principal amount outstanding. The Bonds are "qualified tax-exempt obligations" within the meaning of section 265(b)(3) of the Internal Revenue Code (the Code), and, in the case of certain financial institutions (within the meaning of section 265(b)(5) of the Code), a deduction is allowed for 80 percent of that portion of such financial institutions' interest expense allocable to interest on the Bonds. 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 10. . . . 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 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. (Form of certificate to be printed on the reserve side of each Bond, following a full copy of the legal opinion) We 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 Elk River, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Clerk-Administrator (Facsimile Signature) Mayor 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 applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT -- as tenants by the entireties under Uniform Gifts to Minors JT TEN as joint tenants with right of survivorship and not as tenants in common (state) Act. . . . . ........ Additional abbreviations may also be used though not in the above list. 11. . . . 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 whatever. Signature Guaranteed: 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 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 or other identifying number of assignee Section 3. Use of Bond Proceeds. 3.01. Improvement Costs. A special fund designated "Improvement Bonds Common Fund" has previously been established separate from other funds of the City. A separate account is hereby established within the Improvement Bonds Common Fund 12. . . . designated the "Series 1988A Improvement Bonds Construction Account." The proceeds of the sale of the Bonds, less any accrued interest, $55,313 attributable to capitalized interest and proceeds, if any, in excess of $1,164,070, plus any special assessments levied with respect to the Improvements and collected prior to the completion of the Improvements and payment of the cost thereof, shall be credited to the Series 1988A Improvement Bonds Construction Account. From such account shall be paid all costs and expenses related to the construction of the Improvements; provided, that the moneys in such account may also be used to the extent necessary to pay interest or principal due on the Bonds prior to the commencement of the collection of special assessments levied or to be levied for the purpose of paying the costs of the Improvements and the principal and interest due upon the Bonds. The moneys in such account shall be used for no other purpose, except as otherwise permitted by law, prior to the completion and payment of all costs of the Improvements. If upon completion of the Improvements there shall remain any Qnexpended balance in such account, the balance (other than any special assessments) may be transferred by the Council to the account of any other improvement instituted pursuant to Minnesota Statutes, Chapter 429. Any special assessments credited to such account are hereby pledged and shall be used only to pay principal and interest due on the Bonds. When the total cost of the Improvements has been paid, such account shall be discontinued and any money remaining in such account (not transferred by the Council to the account of any other improvement), shall be transferred to the separate account in the Common Debt Service Account of the City authorized in Section 4.01 hereof. 3.02. Other Proceeds. Proceeds attributable to accrued interest, capitalized interest in the amount of $55,313, and proceeds, if any, in excess of $1,164,070, shall be deposited in the debt service account created in Section 4.01 hereof. Section 4. Sinking Fund and Tax Levies. 4.01. Debt Service Account. A special fund designated "Common Debt Service Account" has previously been established separate from other funds of the Issuer. A separate account within the Common Debt Service Account is hereby established, designated the "Series 1988A Improvement Bond Debt Service Account." It is hereby pledged and there shall be credited to such separate account (a) all accrued interest received from the purchaser of the Bonds; (b) proceeds attributable to capitalized interest in the amount of $55,313; (c) proceeds, if any, in excess of $1,164,070; (d) all collections of special assessments to be levied and either initially credited to the Series 1988A Improvement Bonds Construction Account or collected subsequent to the completion of the Improvements and payment of the cost thereof; (e) all taxes levied for payment of the Bonds; and (f) all funds remaining in tbe Series 1988A 13. '. . . . Improvement Bonds Construction Account after completion of the Improvements and payment of the cost thereof (not transferred by the Council to the payment of the costs of any other improvement). Such separate account shall be used solely to pay principal and interest on the Bonds and any other general obligation bonds of the Issuer heretofore or hereafter issued by the Issuer and made payable from such separate account as permitted by law. If moneys in such separate account should at any time be insufficient to pay principal and interest due on the Bonds, such amount shall be paid from the general fund of the Issuer, which shall be reimbursed therefor when sufficient money becomes available in such separate account. Any sums from time to time held in such separate account (or any other fund of the Issuer which will be used to pay principal or interest to become due on the Bonds) in excess of amounts which under Section 148 of the Internal Revenue Code (the Code), may be invested without regard to yield, shall not be invested at a yield in excess of applicable yield restrictions imposed by such provisions of the Code and regulations. 4.02. Special Assessments. The City hereby covenants and agrees that, for the payment of the cost of Improvements, the City will do and perform all acts and things necessary for the final and valid levy of special assessments in an amount not less than 20 percent of the cost of each of the Improvements, and the City estimates that it will levy assessments in the aggregate amount of $1,123,277. The principal of said assessments shall be payable in equal, consecutive annual installments, with estimated interest on unpaid installments thereof from time to time at the rate of 7.75 percent per annum. It is presently estimated that the principal and interest on such special assessments will be collected in the years and amounts as follows: Collection Year Amount 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998 $301,756 264,875 249,935 177,238 166,775 76 , 313 72,050 67,788 63,525 59,263 In the event that any such assessment shall at any time be held invalid with respect to any lot or tract of land due to any error, defect, or irregularity in any action or proceeding taken or to be taken by the Issuer or by this Councilor by any of the officers or employees of the Issuer, either in the making of such assessment or in the performance of any 14. '. . condition precedent thereto, the Issuer hereby covenants and agrees that it will forthwith do all such further things and take all such further proceedings as shall be required by law to make such assessment a valid and binding lien upon said property. 4.03. Pledqe of Full Faith and Credit. The Issuer pledges its full faith and credit to the payment of the Bonds. In the event that said special assessments do not prove sufficient to pay principal and interest on the Bonds, the Issuer will promptly levy taxes as necessary for such payment without limitation as to rate or amount. Section 5. Miscellaneous. 5.01. Qualified Tax Exempt Obliqations. The Bonds are hereby designated as "Qualified Tax-Exempt obligations" as such term is defined in Section 265(b)(3) of the Code. The Issuer represents and covenants that it does not reasonably anticipate issuing bonds which would constitute Qualified Tax Exempt obligations in an aggregate amount greater than $10,000,000 in 1988. 5.02. County Auditor Registration. The Clerk is directed to file with the County Auditor of Sherburne County a certified copy of this resolution and to obtain from the County Auditor a certificate stating that the Bonds have been entered upon his . bond register. 5.03. Authentication of Transcript. The officers of the Issuer and said County Auditor are authorized and directed to prepare and furnish to the purchasers of the Bonds, and to bond counsel, certified copies of all proceedings and records of the Issuer relating to the authorization and issuance of the Bonds and such other affidavits and certificates as may reasonably be required to show the facts relating to the legality and marketability of the Bonds as such facts appear from the officers' books and records or are otherwise known to them. All such certified copies, certificates, and affidavits, including any heretofore furnished, shall be deemed representations of the Issuer as to the correctness of all statements contained therein. . 5.04. Arbitraqe. (a) The Issuer covenants and agrees with the holders from time to time of the Bonds herein authorized that it will not take, or permit to be taken, by any of its officers, employees, or agents, any action which would cause the interest payable on the Bonds to become subject to taxation under the Code; and that it will take, or will cause its officers, employees, or agents to take, all affirmative actions within its powers which may 15. ,(,. . . . be necessary to insure that such interest will not become subject to taxation under the Code. The Code as used herein includes the Code and all regulations adopted thereunder. The City will make payments to the United States, if any, which are required to be made by the provision of paragraph (f) of section 148 of the Code. (b) The Mayor and the city Clerk-Administrator, being officers of the City charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certification in order to satisfy the provisions of Section 148 of the Code. The motion for the adoption of the foregoing resolution was duly seconded by Member Tralle and upon vote being taken thereon, the following voted in favor thereof: All Members and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 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SPRINGSTED PUBLIC FINANCE ADVISORS 85 East Seventh Place, Suite 100 Saint Paul, Minnesota 55101.2143 612.223.3000 Fax: 612.223.3002 $1,180,000 CITY OF ELK RIVER, MINI'ESOT A GEtlERAL OBLIGA nON IMPROVEMENT BON>S, SERIES 1988A AWARD: FIRST BANK NATIONAL ASSOCIATION - And Associate - SALE: April 18, 1988 Moody's Rating: Baa-I Bidder Interest Rates Price FIRST BANK NATIONAL ASSOCIATION First National Bank Elk River 1990 1991 992 993 994 995 996 997 998 1999 $1, I 70,088.00 5.25% 5.40% 5.65 % 5 .80% 6.10% 6.25% 6.40% 6.60% 6.80% 6.90% e DAIN BOSWORTH INCORPORATED $1.,167,020.00 5.20% 990 5.40% 991 5.60% 992 5.80% 993 6.00% 994 6.20% 995 6.40% 996 6.60% 997 6.80% 998 7.00% 999 MERRILL LYNCH CAPITALMARKETS 5.20% 1990 CRONIN & COMPANY, INCORPORATED 5.40% 1991 5.60% 1992 5.80% 1993 6.00% 1994 6.20% 1995 6.40% 1996 6.60% 1997 6.80% 1998 7.00% 1999 $1, 164,660.00 e. ALLISON-WILLIAMS COMPANY AMERICAN NATIONAL BANK SA INT PAUL NORWEST INVESTMENT SERVICES, INCORPORA TED McClees Investments Inc. $ I , 166 ,3 I 2 .00 . 5.20% 990 5.50% 991 5.70% 992 5.90% 993 6.10% 994 6.25% 995 6.50% 996 6.75% 997 r onOl 998 D./UN 7.00% 1999 5.30% 1990 5.50% 1991 5.70% 1992 5.85% 1993 6.10% 1994 6.25% 1995 6.45% 1996 6.70% 1997 6.80% 1998 7 .00% 1999 $ I , 164, 188.00 MILLER & SCHROEDER FINANCIAL, INCORPORATED Net Interest Cost & Rate $317,347.63 (6.2347%) $319,397.50 (6.2750%) $321 ,757.50 (6.3213%) $324,188.00 (6.3691 %) $325,762.00 (6.400%) ~- , .,,-...f Interest Net Interes. Bidder Rates Price Cost & Ra' MILLER SECURITIES, INCORPORATED 5.30% 1990 $1,167,020.00 $326,052.50 5.50% 1991 (6.4057%) 5.75% 1992 6.00% 1993 6.20% 1994 6.40% 1995 6.60% 1996 6.75% 1997 6.90% 1998-1999 MOORE, JURAN AND COMPANY, 5.25% 1990 $ I, 165 ,840.00 $327,431 .88 INCORPORA TED 5.50% 1991 (6.4328%) Oberweis Securities, Incorporated 5.75% 1992 Marcotte Hume & Associates, 6.00% 1993 Incorporated 6.20% 1994 6.40% 1995 6.60% 1996 6.75% 1997 6.90% 1998 7.00% 1999 PIPER, JAFFRA Y & HOPWOOD 5.30% 1990 $1,164,896.00 $328,857.13 INCORPORATED 5.50% 1991 (6.4608%) Robert W. Baird & Company, 5.75% 1992 . Incorporated 6.00% 1993 6.20% 1994 6.40% 1995 6.60% 1996 6.80% 1997 6.90% 1998 7 .00% 1999 SMITH BARNEY, HARRIS UPHAM & 6.30% 1990-1991 $1,164,538.95 $339,428.55 COMPANY INCORPORATED 5.80% 1992 (6.668537%) DEAN WITTER REYNOLDS 6.00% 1993 INCORPORATED 6.20% 1994 SHEARSON LEHMAN BROTHERS INC. 6.40% 1995 PRUDENTIAL-BACHE SE CURl TIES 6.60% 1996 INCORPORATED 6.80% 1997 6.90% 1998 7.00% 1999 BLUNT, ELLIS & LOEWI, 5.95% 1990 $ I , I 64 , 21 I . 65 $344,955.23 INCORPORATED 5.90% 1991 (6.7771%) 6.15% 1992 6.20% 1993 6.40% 1994 6.60% 1995 6.80% 1996 7 .00% 1997 . 7.10% 1998 7.25% 1999 ----------------------.----------------------------------------------------------------- Thesp. Bonds are being reoffered at par. BBI: 7.81 Average Maturity: 4.31 Years .