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HomeMy WebLinkAbout93-89 - ADMIN Resolution - City Council - 1993/07/06Adopted Julv 6. 1993 RESOLUTION NO. 93-89 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA HELD: JULY 6, 1993 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of St. Louis Park, Minnesota, was held at the City Hall in said City on July 6, 1993 at 7:30 P.M. Central Daylight Time, for the purpose, in part, of considering bids for, and awarding the negotiated sale of, $1,315,000 General Obligation Improvement Refunding Bonds of 1993 of the City. The following members were present: Lyle Hanks, Jeff Jacobs George Haun, Keith Meland, Larry Mitchell, Gail Dorfman and the following were absent: Allen Friedman The Clerk presented the offers for the purchase of $1,315,000 General Obligation Improvement Refunding Bonds of 1993 of the City, for which proposals were to be received, opened and recorded by the Clerk, or designee, this same day, in accordance with the resolution adopted by the City Council on June 7, 1993, as amended by the resolution adopted by the City Council on June 21, 1993. The following proposals were received, opened and recorded at 11:00 A.M., Central Time, at the offices of Ehlers and Associates, Inc., in the presence of the Clerk, or designee, on this same day: Bidder Interest Rates Net Interest Cost (SEE EXHIBIT A ATTACHED HERETO) The Council then proceeded to consider and discuss the bids, after which member Keith Meland introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING AN OFFER FOR THE NEGOTIATED SALE OF $1,315,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS OF 1993, AND PROVIDING FOR THEIR ISSUANCE WHEREAS, on June 7, 1993 and on June 21, 1983, the City Council of the City of St. Louis Park (the "City"), adopted resolutions which provided for the solicitation of competitive proposals for the negotiated sale of $1,315,000 General Obligation Improvement Refunding Bonds of 1993 (the "Bonds"); and WHEREAS, the proposals set forth on Exhibit A attached hereto were received pursuant to the Terms of Proposal by the Clerk at the offices of the City's financial advisor, Ehlers and Associates, Inc. (the "Financial Advisor") at 11:00 A.M., Central Time, this same day; and WHEREAS, there are outstanding General Obligation Improvement Refunding Bonds of 1983 (the "Prior Bonds"), which constitute general obligations of City, payable primarily from special assessments against properties specifically benefitted by the improvements financed with the proceeds of the Prior Bonds, and, to the extent necessary, from annual levies of ad valorem taxes on all taxable property within the City; and WHEREAS, the City Council of the City has heretofore determined and declared that it is necessary and expedient to provide moneys, together with other available funds, to crossover refund in advance of maturity the outstanding Prior Bonds, dated June 1, 1983, which mature in 1996 and thereafter. The Prior Bonds were issued for the purpose of financing various local improvements within the City: $1,700,000 was used to finance projects payable primarily from special assessments; $1,500,000 was used to finance general obligation projects within the City; and $2,300,000 was used to refund the outstanding balance of the $3,000,000 General Obligation Temporary Improvement Bonds of 1981, of the City on December 1, 1983, redemption date at a price of par plus accrued interest. Such costs included construction interest, legal fiscal and miscellaneous costs and also provided $68,750 of additional interest in the form of obligations as authorized by Minnesota Statutes Section 475.56; and WHEREAS, the $1,275,000 principal amount of the Prior Bonds which matures on or after June 1, 1996, is callable on June 1, 1995, at a price of par plus accrued interest as provided in the resolution of the City Council, dated May 18, 1983, authorizing the issuance of the Prior Bonds (the "Prior Resolution"); and -2- 1523JRS WHEREAS, the refunding of the callable Prior Bonds, is consistent with covenants made with the holders thereof, and is necessary and desirable for the reduction of debt service costs to the City; and WHEREAS, until redemption of the Prior Bonds on June 1, 1995, with the proceeds of the Bonds, such proceeds shall be held in escrow with First Trust National Association, as escrow agent (the "Escrow Agent") pursuant to the terms of an escrow agreement dated as of July 21, 1993, (the "Escrow Agreement") which shall provide that the earnings on the proceeds shall be applied to payment of interest on the Bonds until the "crossover" date, at which time said escrowed proceeds shall be applied to payment of the outstanding principal and accrued interest on the Prior Bonds; and WHEREAS, the City Council of the City has heretofore determined and declared that it is necessary and expedient to issue the Bonds, pursuant to Minnesota Statutes, Chapters 475 and 429, and pursuant to Section 6.15 of its Home Rule Charter, to provide moneys, together with other available funds, to refund in advance of maturity the callable Prior Bonds; and WHEREAS, the City has heretofore incurred substantial costs associated with the printing and issuance of registered obligations in certificated form, and substantial continuing transaction costs relating to their payment, transfer and exchange; and WHEREAS, the City has determined that significant savings in transaction costs will result from issuing bonds in "global book -entry form", by which bonds are issued in certificated form in large denominations, registered on the books of the City in the name of a depository or its nominee, and held in safekeeping and immobilized by such depository, and such depository as part of the computerized national securities clearance and settlement system (the "National System") registers transfers of ownership interests in the bonds by making computerized book entries on its own books and distributes payments on the bonds to its Participants shown on its books as the owners of such interests; and such Participants and other banks, brokers and dealers participating in the National System will do likewise (not as agents of the City) if not the beneficial owners of the bonds; and WHEREAS, "Participants" means those financial institutions for whom the Depository effects book -entry transfers and pledges of securities deposited and immobilized with the Depository; and WHEREAS, The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York, -3- 1523JRS 1 or any of its successors or successors to its functions hereunder (the "Depository"), will act as such depository with respect to the Bonds except as set forth below, and there is before this Council a form of Letter of Representations (the "Letter of Representations") setting forth various matters relating to the Depository and its role with respect to the Bonds; and WHEREAS, the City will deliver the Bonds in the form of one certificate per maturity, date (each a "Global Certificate"), which single certificate per maturity may be transferred on the City's bond register as required by the Uniform Commercial Code, but not exchanged for smaller denominations unless the City determines to issue replacement Bonds pursuant to paragraphs 6 and 12 hereof (as to such Bonds, as authenticated and delivered by the Bond Registrar, the "Replacement Bonds"); and WHEREAS, the City will be able to replace the Depository or under certain circumstances to abandon the "global book -entry form" by permitting the Global Certificates to be exchanged for smaller denominations typical of ordinary bonds registered on the City's bond register; and WHEREAS, "Holder" as used herein means the person in whose name a Bond is registered on the registration books of the City maintained by the Clerk or a successor registrar appointed as provided in paragraph 8 (the "Bond Registrar"): NOW, THEREFORE, BE IT RESOLVED by the Council of the City of St. Louis Park, as follows: 1. Acceptance of Offer. The bid of Dain Bosworth Incorporated (the "Purchaser") to purchase $1,315,000 General Obligation Improvement Bonds of 1993 of the City (the "Bonds", or individually a "Bond"), in accordance with the Terms of Proposal for the bond sale, at the rates of interest hereinafter set forth, and to pay therefore the sum of $1,312,633, plus interest accrued, if any, to the date of delivery, is hereby found, determined and declared to be the most favorable offer received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The Clerk shall direct the Financial Advisor to pay the Purchaser's good faith deposit to the City and to return to the unsuccessful bidders their good faith deposits. 2. Title; Original Issue -Date: Denominations; Maturities. The Bonds shall be titled "General Obligation Improvement Refunding Bonds of 1993", shall be dated July 21, 1993, as the date of original issue and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be numbered from R-1 upward. Global Certificates 1523 -IRS -4- shall each be in the denomination of the entire principal amount maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Replacement Bonds, if issued as provided in paragraph 6, shall be in the denomination of $5,000 each or in any integral multiple thereof a single maturity. The Bonds shall mature on June 1 in the years and amounts as follows: Year Amount 1996 $460,000 1997 $440,000 1998 $415,000 3. Purpose: Refunding Findings; Escrow Agreement. The Bonds shall provide funds for an advance crossover refunding of all those currently outstanding Prior Bonds of the City which, by their terms, may be prepaid in advance of maturity (the "Refunding"). It is hereby found, determined and declared that the Refunding is pursuant to Minnesota Statutes, Section 475.67, including Subd. 13 thereof, and shall result in a reduction of debt service cost to the City. The net proceeds of the Bonds shall be deposited pursuant to the Escrow Agreement, which shall be and hereby is irrevocably appropriated to the payment of principal and interest on the Bonds until the date of the Refunding and to pay the principal on the Prior Bonds on June 1, 1995. Excess proceeds of any tax levied with respect to the Prior Bonds and any other amounts available may also be deposited pursuant to the Escrow Agreement., The Escrow Agreement is hereby approved, and the Mayor, the City Manager and the City Clerk are hereby authorized, empowered and directed to execute and deliver the Escrow Agreement, and to affix the Seal of the City thereon, on behalf of the City, such Escrow Agreement to be in substantially the form which has heretofore been reviewed by the Council and attached hereto as Exhibit B, but with such non -material changes as said officers, in their sole discretion, may deem necessary and appropriate and in the interests of the City, as evidenced by their execution thereof. The Bonds shall be payable from the funds and earnings thereon held pursuant to the Escrow Agreement prior to the date of the Refunding and shall be payable and secured as set forth in this Resolution. 4. Interest. The Bonds shall bear interest payable semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 1993, calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per annum set forth opposite the maturity years as follows: -5- 1823JRS Maturity Year Interest Rate 1996 3.60% 1997 3.90% 1998 4.10% 5. Description of the Global Certificates and Global Book -Entry System. Upon their original issuance the Bonds will be issued in the form of a single Global Certificate for each maturity, deposited with the Depository by the Purchaser and immobilized as provided in paragraph 6. No beneficial owners of interests in the Bonds will receive certificates representing their respective interests in the Bonds except as provided in paragraph 6. Except as so provided, during the term of the Bonds, beneficial ownership (and subsequent transfers of beneficial ownership) of interests in the Global Certificates will be reflected by book entries made on the records of the Depository and its Participants and other banks, brokers, and dealers participating in the National System. The Depository's book entries of beneficial ownership interests are authorized to be in increments of $5,000 of principal of the Bonds, but not smaller increments, despite the larger authorized denominations of the Global Certificates. Payment of principal of, premium, if any, and interest on the Global Certificates will be made to the Bond Registrar as paying agent, and in turn by the Bond Registrar to the Depository or its nominee as registered owner of the Global Certificates, and the Depository according to the laws and rules governing it will receive and forward payments on behalf of the beneficial owners of the Global Certificates. Payment of principal of, premium, if any, and interest on a Global Certificate may in the City's discretion be made by such other method of transferring funds as may be requested by the Holder of a Global Certificate. 6. Immobilization of Global Certificates by the Depository; Successor Depository: Replacement Bonds. Pursuant to the request of the Purchaser to the Depository, which request is required by the Terms of Proposal, immediately upon the original delivery of the Bonds the Purchaser will deposit the Global Certificates representing all of the Bonds with the Depository. The Global Certificates shall be in typewritten form or otherwise as acceptable to the Depository, shall be registered in the name of the Depository or its nominee and shall be held immobilized from circulation at the offices of the Depository on behalf of the Purchaser and subsequent bondowners. The Depository or its nominee will be the sole holder of record of the Global Certificates and no investor or other party purchasing, selling or otherwise transferring ownership of interests in any Bond is to receive, hold or deliver any bond certificates so long as the Depository holds -6- 1523:JRS the Global Certificates immobilized from circulation, except as provided below in this paragraph and in paragraph 12. Certificates evidencing the Bonds may not after their original delivery be transferred or exchanged except: (i) Upon registration of transfer of ownership of a Global Certificate, as provided in paragraph 12, (ii) To any successor of the Depository (or its nominee) or any substitute depository (a 'substitute depository") designated pursuant to clause (iii) of this subparagraph, provided that any successor of the Depository or any substitute depository must be both a "clearing corporation" as defined in the Minnesota Uniform Commercial Code at Minnesota Statutes, Section 336.8-102, and a qualified and registered "clearing agency" as provided in Section 17A of the Securities Exchange Act of 1934, as amended, (iii) To a substitute depository designated by and acceptable to the City upon (a) the determination by the Depository that the Bonds shall no longer be eligible for its depository services or (b) a determination by the City that the Depository is no longer able to carry out its functions, provided that any substitute depository must be qualified to act as such, as provided in clause (ii) of this subparagraph, or (iv) To those persons to whom transfer is requested in written transfer instructions in the event that: (a) the Depository shall resign or discontinue its services for the Bonds and the City is unable to locate a substitute depository within two (2) months following the resignation or determination of non -eligibility, or (b) upon a determination by the City in its sole discretion that (1) the continuation of the book -entry system described herein, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds, in either of which events the City shall notify Holders of its determination and of the availability of certificates (the "Replacement Bonds") to Holders -7- 1523 J R S requesting the same and the registration, transfer and exchange of such Bonds will be conducted as provided in paragraphs 9B and 12 hereof. In the event of a succession of the Depository as may be authorized by this paragraph, the Bond Registrar upon presentation of Global Certificates shall register their transfer to the substitute or successor depository and the substitute or successor depository shall be treated as the Depository for all purposes and functions under this resolution. The Letter of Representations shall not apply to a substitute or successor depository unless the City and the substitute or successor depository so agree, and a similar agreement may be entered into. Notices to The Depository Trust Company or its nominee shall contain the CUSIP numbers of the Bonds and shall conform to any additional requirements set forth in the Letter of Representations. If there are any Holders of the Bonds other than the Depository or its nominee, the Bond Registrar shall use its best efforts to deliver any such notice to the Depository on the business day next preceding the date of mailing of such notice to all other Holders. 7. Redemption. The Bonds shall not be subject to redemption and prepayment at the option of the City prior to maturity. 8. Bond Registrar and Paving Agent. First Trust National Association, is appointed to act as bond registrar, transfer agent and paying agent with respect to the Bonds (the "Bond Registrar") and shall act in such capacities unless and until a successor is duly appointed. First Trust National Association will evidence its acceptance of such appointment and its agreement to be bound by, and to perform its duties pursuant to such appointment in accordance with the terms and conditions of this Resolution by execution of a Certificate of Acceptance of Appointment, substantially in the form attached to this Resolution as Exhibit C. Any successor Bond Registrar shall be an officer of the City or a bank or trust company eligible for designation as bond registrar pursuant to Minnesota Statutes, Chapter 475, and may be appointed pursuant to any contract the City and such successor Bond Registrar shall execute which is consistent herewith. Principal and interest on the Bonds shall be paid to the Holders (or record holders) of the Bonds in the manner set forth in the forms of Bond and paragraph 14 of this Resolution. 9. Forms of Bond. The Bonds shall be in the form of Global Certificates unless and until Replacement Bonds are made available as provided in paragraph 6. Each form of Bond may contain such additional or different terms and provisions as to -8- 1523JRS the form of payment, record date, notices and other matters as are consistent with the Letter of Representations and approved by Bond Counsel. A. Global Certificates. The Global Certificates, together with the Certificate of Registration, the Register of Partial Payments, the form of Assignment and the registration information thereon, shall be in substantially the form set forth as Exhibit D attached hereto and incorporated herein by reference, and may be typewritten rather than printed. B. Replacement Bonds. If the City has notified Holders that Replacement Bonds have been made available as provided in paragraph 6, then for every Bond thereafter transferred or exchanged (including an exchange to reflect the partial prepayment of a Global Certificate not previously exchanged for Replacement Bonds) the Bond Registrar shall deliver a certificate in the form of the Replacement Bond rather than the Global Certificate, but the Holder of a Global Certificate shall not otherwise be required to exchange the Global Certificate for one or more Replacement Bonds since the City recognizes that some beneficial owners may prefer the convenience of the Depository's registered ownership of the Bonds even though the entire issue is no longer required to be in global book -entry form. The Replacement Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the form set forth as Exhibit E attached hereto and incorporated herein by reference. 10. Execution of Bonds. The Bonds shall be executed on behalf of the City by the signatures of its Mayor, City Manager and Clerk, each with the effect noted on the forms of the Bonds, and be sealed with the seal of the city; provided, however, that the seal of the City may be a printed or photocopied facsimile; and provided further that either of such signatures may be printed or photocopied facsimiles and the corporate seal may be omitted on the Bonds as permitted by law. In the event of disability or resignation or other absence of either such officer, the Bonds may be signed by the manual or facsimile signature of that officer who may act on behalf of such absent or disabled officer. In case either such officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if he or she had remained in office until delivery. -9- 1 523JRS 11. Authentication; Date of Reaistration. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this Resolution unless a Certificate of Authentication on such Bond, substantially in the form herein set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the City on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated. For purposes of delivering the original Global Certificates to the Purchaser, the Bond Registrar shall insert as the date of registration the date of original issue, which date is July 21, 1993. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 12. Reaistration; Transfer; Ezchanae. The City will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. A Global Certificate shall be registered in the name of the payee on the books of the Bond Registrar by presenting the Global Certificate for registration to the Bond Registrar, who will endorse his or her name and note the date of registration opposite the name of the payee in the certificate of registration on the Global Certificate. Thereafter a Global Certificate may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representative, and the City and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until a Global Certificate is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on said books and noted thereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar. Transfer of a Global Certificate may, at the direction and expense of the City, be subject to other restrictions if required to qualify the Global Certificates as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. -10- 1529JRS If a Global Certificate is to be exchanged for one or more Replacement Bonds, all of the principal amount of the Global Certificate shall be so exchanged. Upon surrender for transfer of any Replacement Bond at the principal office of the Bond Registrar, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 11) of, and deliver, in the name of the designated transferee or transferees, one or more new Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder of a Replacement Bond, Replacement Bonds may be exchanged for Replacement Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Replacement Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Replacement Bonds are so surrendered for exchange, the City shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Replacement Bonds which the Holder making the exchange is entitled to receive. Global Certificates may not be exchanged for Global Certificates of smaller denominations. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City. All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the City evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the Holder thereof or his, her or its attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax -or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. -11- 15231JR8 Transfers shall also be subject to reasonable regulations of the City contained in any agreement with, or notice to, the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 13. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 14. Interest Payment; Record Date. Interest on any Global Certificate shall be paid as provided in the first paragraph thereof, and interest on any Replacement Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the City maintained by the Bond Registrar, and in each case at the address appearing thereon at the close of business on the fifteenth (15th) calendar day preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders no less than ten (10) days prior to the Special Record Date. 15. Holders; Treatment of Registered Owner: Consent of Holders. A. For the purposes of all actions, consents and other matters affecting Holders of the Bonds, including than payments, redemptions, and purchases, the City shall treat the Holder of a Bond as the owner of the Bond. B. The City and Bond Registrar shall treat the holder as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 14 above) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary. C. Any consent, request, direction, approval, objection or other instrument to be signed andexecuted by the Holders may be in any number of concurrent writings of similar tenor and must be signed or executed by such Holders in person or by agent appointed in -12- 1523 J R 8 1 writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the writing appointing any such agent and of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Resolution and shall be conclusive in favor of the City with regard to any action taken by it under such request or other instrument, namely: 1. The fact and date of the execution by any person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the person signing such writing acknowledged before him the execution thereof, or by an affidavit of any witness to such execution. 2. Subject to the provisions of subparagraph (A) above, the fact of the ownership by any person of Bonds and the amounts and numbers of such Bonds, and the date of the holding of the same, may be proved by reference to the bond register. 16. Delivery: Application of Proceeds. The Global Certificates when so prepared and executed shall be delivered by the City Manager to the Purchaser by delivering the Bonds to the Depository registered in the name of the Depository's nominee, Cede & Co., upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 17. General Obligation Improvement Bonds of 1993 Fund; Appropriation: Tax Levy. 1 S230RS A. All of the proceeds of the Bonds shall be deposited with the Escrow Agent pursuant to the terms of the Escrow Agreement. Such proceeds shall be applied as set forth in the Escrow Agreement. Such proceeds and other funds, if any, deposited with the Escrow Agent (the "Escrow Fund") shall be applied to prepay the Prior Bonds on June 1, 1995 (the "Crossover Date"), provided, however, that the earnings on the Escrow Fund shall be applied to payment of interest on the Bonds through and including June 1, 1995. B. There is hereby established a special fund to be designated the "General Obligation Improvement Refunding Bonds of 1993 Fund" (the "Fund"). The Fund shall be maintained in the manner herein specified until all of the Bonds and interest thereon have been fully paid. The Clerk of the City and all officials and employees concerned therewith shall establish and -13- f 1 le maintain financial records of the receipts and disbursements in accordance with this Resolution. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Fund: (a) the Escrow Fund and earnings thereon; (b) the taxes herein levied for the payment of principal and interest on the Bonds, (c) after payment of the Prior Bonds, the taxes levied for the payment of the Prior Bonds and the special assessments levied for the improvements financed from the proceeds of the Prior Bonds (the "Improvements")(d) any funds remaining on deposit in the Bond Fund established for the Prior Bonds after the same have been paid and discharged; (e) all investment earnings on funds held in the Fund; (f) all collections of taxes which may hereinafter be levied for the payment of the Bonds and (g) any and all other moneys properly available and appropriated in the future by the governing body of the City to the Fund, which may include moneys in the City's General Obligation Debt Service Fund. The Fund shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds and any other general obligation bonds of the City hereafter issued by the City and made payable from said account as provided by law (except that on the Crossover Date, the Escrow Fund shall be used to effect the Refunding of the Prior Bonds). No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire investments or to replace funds which were used directly or indirectly to acquire investments at a yield in excess of the yield on the Bonds. To this effect, any proceeds of the Bonds and any sums from time to time held in the Fund or any other City account which will be used to pay principal or interest to become due on the bonds payable therefrom or under the Escrow Agreement in excess of amounts which under then -applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). The Bonds shall be payable from the Fund hereby created, including the proceeds of any ad valorem taxes hereafter levied and special assessments levied for the Improvements financed or 1823rJRS -14- refinanced by the Bonds, which are hereby pledged to said Fund; provided, that through and including the Crossover Date and the Refunding of the Prior Bonds, the Bonds shall also be payable from the earnings on the Escrow Fund under the Escrow Agreement. If any payment of principal 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 principal or interest from the General Obligation Debt Service Fund or the general fund of the City and the General Obligation Debt Service Fund or the general fund may be reimbursed for such advances out of proceeds of assessments for the Improvements when collected. The City does hereby pledge the full faith and credit and taxing power of the City for the payment of the principal and interest on the Bonds, and does further agree to all the provisions of Minnesota Statutes, Section 429.091 and Section 6.15 of the Home Rule Charter under which authority and pursuant to which provisions the Bonds are being issued. It is hereby further determined that the estimated investment earnings on the Escrow Fund under the Escrow Agreement will be sufficient to pay, when due, the interest payments on the Bonds up to and including June 1, 1995. It is hereby declared that the City has levied special assessments for the Improvements in the principal amount of at least 20% of the cost of the Improvements. To pay the City's share of the cost of the Improvements, there was levied by the City pursuant to Resolution No. 7391 on May 18, 1983 a direct, annual irrepealable ad valorem tax levy against all taxable properties in said City. It is hereby declared that such tax levy is hereby continued and, after payment of the Prior Bonds, is pledged and appropriated to the payment of the Bonds. To provide moneys for the payment of the principal of and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with, and as a part of, other general property taxes of the City for the years and in the amounts to be set forth as Exhibit G to this Resolution. Such taxes shall be levied in the years 1994 through 1997 for collection in the years 1995 through 1998 in amounts at least equal to 105% of the debt service on the Bonds at the rates and using the maturities set forth in this Resolution less the amounts of the special assessments for the Improvements then available and herein pledged and appropriated for the payment of the Bonds. The Clerk is hereby authorized to attach hereto as Exhibit G to this Resolution a schedule of such amounts. It is hereby determined that the estimated collection of special assessments for the payment of the Bonds, the foregoing ad valorem tax levies, the interest earnings on the Escrow Fund and other revenues herein pledged and appropriated to the -15- 152.3JR9 payment of the Bonds, will produce at least the amount needed to meet, when due, the principal and interest payments on the Bonds for the term of the Bonds and, to the extent required by law, at least five percent in excess of such amounts. The City Clerk is directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, and obtain the certificate required by Minnesota Statutes, Section 475.63. It is hereby further determined that the Improvements financed by the Prior Bonds and refinanced by the Bonds will directly benefit the abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: A. The City has caused the assessments for the Improvements to be levied so that the first installment was collectible not later than 1984 and will take all steps necessary to assure prompt collection currently and in the future. The City Council caused all further actions and proceedings relative to the making, financing and construction of the Improvements financed by the Prior Bonds and refinanced hereby to be taken with due diligence, and for the final and valid levy of special assessments and the appropriation of any other funds needed to pay the Bonds and the Prior Bonds and interest thereon when due. All special assessments heretofore levied and pledged to the payment of the Prior Bonds shall be and hereby are irrevocably pledged to the prompt and full payment of the principal and interest on the Bonds, as the same become due, but only after payment in full of the Prior Bonds. B. In the event of any current of anticipated deficiency in said grants, pledged funds, investment income or special assessments, the City Council will levy ad valorem taxes in the amount of said current or anticipated deficiency. C. The City will keep complete and accurate books and records showing all receipts and disbursements in connection with the improvements, the grants and pledged funds and any taxed levied and the assessments levied therefor and other funds appropriated for their payment, and all collections thereof and disbursements therefrom, moneys on hand and balance of unpaid assessments. D. The City will cause its books and records to be audited at least annually by qualified public accountants and will furnish copies of such audit reports to any interested person upon request. -16- t823JRS Prior to September 8 of each year the City shall determine whether sufficient monies for payment of the Bonds will be available from the Escrow Fund to pay the debt service on the Bonds, and if such monies are found to be insufficient, the City Clerk shall cause a tax to be levied and certified to the County Auditor. The tax levies herein pledged and appropriated to this payment of principal and interest on the Bonds shall be irrepealable until all of the Bonds are paid, provided that the City Clerk may annually certify to the County Auditor the amount available in the Fund to pay principal and interest due during the ensuing year, and the County Auditor shall thereupon reduce the levy collectible during such year by the amount so certified. 18. Prior Bonds; Security. Until retirement of the Prior Bonds, all provisions theretofore made for the security thereof shall be observed by the City and all of its officers and agents. 19. Securities. Securities purchased from moneys in the Fund shall be limited to securities set forth in Minnesota Statutes, Section 475.67, Subdivision 8, and any amendments or supplements thereto. Securities purchased with the monies in the Fund shall be purchased simultaneously with the delivery of the Bonds. 20. Redemption of Prior Bonds. The Prior Bonds which mature in 1996 and thereafter shall be redeemed and prepaid on the Crossover Date, which is June 1, 1995, in accordance with the terms and conditions set forth in the Notice'of Call for Redemption attached as an exhibit to the Escrow Agreement. The terms and conditions of such Notice of Call for Redemption are hereby approved in substantially the form attached to the Escrow Agreement, but with such changes or additions as the City Manager may approve, and are hereby incorporated herein by reference. Said Notice of Call for Redemption shall be mailed to the paying agent or agents for the Prior Bonds by the Escrow Agent under the Escrow Agreement at least thirty (30) days prior to said redemption date therefor. Further, the Escrow Agent shall be and is hereby authorized and directed to cause the Notice of Call of Redemption to be published, at least thirty (30) days in advance of the applicable redemption date, in the official newspaper of the City and in a daily or weekly periodical which circulates throughout the State of Minnesota and furnishes financial news as a part of its service, in compliance with and as provided in Minnesota Statutes, Section 475.54 Subd. 4. No defect in the providing of Notice of Call for Redemption specified in this Resolution shall preclude the call for redemption and prepayment of the Prior Bonds if the Notice -17- 1523JR9 f M of Call for Redemption actually given complies with the requirements of the respective Prior Resolutions and with the requirements of law and no defect in the Notice of Call for Redemption shall adversely affect the redemption and prepayment of any Prior Bond for which such notice was properly given. 21. Purchase of SLGS. The City Manager, or anyone, including without limitation the Financial Advisor, designated by the City Manager to act in his behalf, is hereby authorized an directed to purchase the appropriate United States Treasury Securities, State and Local Government Series, from the proceeds of the Bonds in accordance with the provisions of this resolution and to execute all such documents (including the appropriate subscription form) required to effect such purchase in accordance with the U.S. Treasury Regulations (31 CFR Part 344). 22. ,Supplemental Resolution. The Prior Resolution is hereby supplemented to the extent necessary to give effect to the provisions of this Resolution. 23. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City shall be and are hereby irrevocably pledged. If the monies appropriated and pledged to the payment of principal and interest on the Bonds, together with other funds irrevocably appropriated to the Debt Service Account herein established, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the city sufficient to pay such principal and interest as it becomes due. If the balance in the Fund is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the City which are available for such purpose, including the General Obligation Debt Service Fund or the general fund of the City, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 24. Certificate of Registration. The Clerk is hereby directed to file a certified copy of this Resolution with the County Auditor of Hennepin County, together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register. 25. Records and Certificates. The officers of the City are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the 523: -IRS -18- issuance of the Bonds, certified copies of all proceedings and records of the City relating to the 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 the 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 representations of the City as to the facts recited therein. 26. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The City may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond 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 its obligations with respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 27. Negative Covenants as to Use of Proceeds and Proiect. The City hereby represents that it has not used the proceeds of the Prior Bonds or the Improvements and hereby covenants not to use the proceeds of the Bonds or the Improvements, or to cause or permit them to be used, or to enter into any deferred payment arrangements for the cost of the Improvements, 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. 31. Tax -Exempt Status of the Bonds: Rebate. The City shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess -19- 1523JR4 investment earnings to the United States, if the Bonds (together with other obligations reasonably expected to be issued and outstanding at one time in this calendar year) exceed the small -issuer exception amount of $5,000,000. For purposes of qualifying for the exception to the federal arbitrage rebate requirements for governmental units issuing $5,000,000 or less of bonds, the City hereby finds, determines and declares that (1) the Bonds are issued by a governmental unit with general taxing powers, (2) no Bond is a private activity bond, (3) ninety-five percent (95%) or more of the net proceeds of the Bonds are to be used for local governmental activities of the City (or of a governmental unit the jurisdiction of which is entirely within the jurisdiction of the City), and (4) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities thereof, and all entities treated as one issuer with the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of section 148(f)(4)(D) of the Code. Furthermore: (i) there shall not be taken into account for purposes of said $5,000,000 limit any bond issued to refund (other than to advance refund) any bond to the extent the amount of the refunding bond does not exceed the outstanding amount of the refunded bond; (ii) the aggregate face amount of :he Bonds does not exceed $5,000,000; (iii) each of the Prior Bonds was issued as part of an issue which was treated as meeting rebate requirements by reason of the exception for governmental units issuing $5,000,000 or less of bonds because the Prior Bonds were issued prior to August 8, 1986, and (a) the issues of which the Prior Bonds are a part were issued by a governmental unit with general taxing powers, (b) no bond issued as part of such issue was an industrial development bond (as described in Section 103(b)(2) of the federal Internal Revenue Code of 1954, as amended, but without regard to subparagraph (B) of Section 103(b)(3)) or a private loan bond (as defined in Section 103(o)(2)(A) of such Code, but without regard to any exception from such definition other than Section 103(o)(2)(C), and -20- 1823 JR9 (c) the aggregate face amount of all tax-exempt bonds (other than bonds described in the immediately preceding clause of this sentence) issued by such unit during the calendar Year in which such issue was issued did not exceed $5,000,000; (iv) the average maturity of the Bonds does not exceed the average maturity of the Prior Bonds; and (v) no part of the Bonds has a maturity date which is later than the date which is thirty (30) years after the dates the Prior Bonds were issued. 28. Letter of Representations. The Letter of Representations is hereby approved substantially in the form set forth as Exhibit F to this Resolution, and shall be executed on behalf of the City by the Mayor, the City Manager or any member of the City Council, in substantially the form approved, with such changes, modifications, additions and deletions as shall be necessary and appropriate and approved by Bond Counsel. Execution by such officers of the Letter of Representations shall be conclusive evidence as to the necessity and propriety of changes and their approval by Bond Counsel. So long as The Depository Trust Company is the Depository or it or its nominee is the Holder of any Global Certificate, the City shall comply with the provisions of the Letter of Representations, as it may be amended or supplemented by the City from time to time with the agreement or consent of The Depository Trust Company. 29. Official Statement. The Mayor, City Manager and City Clerk are hereby 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 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 as it relates to the City. The -use by Ehlers and Associates, Inc., of the Official Statement and its Terms of Proposal, and the terms and conditions of the Bonds and the sale set forth therein, are hereby approved and ratified. 30. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 31. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. -21- 1523JRS EXHIBIT A PROPOSALS OF PROSPECTIVE PURCHASERS • A-1 1 EXHIBIT A, RES. 93-89 BID TABULATION $1,325,000' General Obligation Improvement Refunding Bonds of 1993 City of St. Louis Park, Minnesota SALE: Tuesday, July 6, 1993 AWARD: DAIN BOSWORTH, INC. RATING: Moody's "Aa1" BBI: 5.55% COUPON NET INTEREST COST NAME OF BIDDER RATE YEAR & RATE PRICE DAIN BOSWORTH, INC. Minneapolis, Minnesota PARK INVESTMENT CORPORATION Minneapolis, Minnesota TIN BARNEY, HARRIS UPHAM & COMPANY, INC. Minneapolis, Minnesota FBS INVESTMENT SERVICES, INC. Minneapolis, Minnesota DOUGHERTY, DAWKINS, STRAND & BIGELOW, INC. Minneapolis, Minnesota NORWEST INVESTMENT SERVICES, INC. Minneapolis, Minnesota 3.60% 3.90% 4.10% 3.60% 3.80% 4.00% 3.60% 3.85% 4.00% 3.40% 3.65% 4.15% 3.60% 3.80% 3.90% 3.50% 3.80% 4.00% 1996 1997 1998 1996 1997 1998 1996 1997 1998 1996 1997 1998 1996 1997 1998 1996 1997 1998 $200,726.53 $1,322,615.00 3.9505% $200,936.67 $1.318,640.00 3.9546% $203,262.86 $1,317,163.25 4.0004% $205,745.07 $1,311,750.00 4.0493% $205,760.69 $1,311,750.00 4.0496% $206,184.21 $1,312,076.35 4.0579% Subsequent to bid opening, the size of this issue was decreased to $1,315,000 with the 1998 bi,decreased by $10,000 to $415,000 in matunty value. Ousted Price - $1,312.633.00 Adjusted Net Interest Cost - $198,715.47 Adjusted NIC - 3.9487% EXHIBIT A, RES. 93-89 1,325,000* General Obligation Improvement Refunding Bonds of 1993 ty of St. Louis Park, Minnesota uesday, July 6, 1993 age 2 COUPON NET INTEREST COST NAME OF BIDDER RATE YEAR & RATE PRICE JOHN G. KINNARD & COMPANY, INC. Minneapolis, Minnesota MILLER & SCHROEDER FINANCIAL, INC. Minneapolis, Minnesota AMERICAN NATIONAL BANK & TRUST COMPANY St. Paul, Minnesota CRONIN & COMPANY, INC. Minneapolis, Minnesota PIPER JAFFRAY INC. 1inneapolis, Minnesota F!RSTAR BANK MILWAUKEE, N.A. Milwaukee, Wisconsin 3.60% 3.90% 4.00% 1996 1997 1998 3.60% 1996 3.90% 1997 4.10% 1998 3.60% 3.90% 4.10% 1996 1997 1998 3.70% 1996 3.875% 1997 4.00% 1998 $206,364.81 $1,314,910.75 4.0615% $206,821.53 $1,316,520.00 4.0705% $208,012.38 $1,315,329.15 4.0939% $209,848.14 $1,312,318.80 4.1300% $1,315,000 City of St. Louis Park, Minnesota General Obligation Improvement Refunding Bonds of 1993 ESCROW DEPOSIT AGREEMENT Dated as of July 21, 1993 This instrument was drafted by Popham, Haik, Schnobrich & Kaufman, Ltd. 3300 Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402 $1,315,000 City of St. Louis Park, Minnesota General Obligation Improvement Refunding Bonds of 1993 ESCROW DEPOSIT AGREEMENT TABLE OF CONTENTS Paae Parties 1 Recitals 1 Section 1. Delivery of Money to Escrow Agent 1 Section 2. Investment and Expenditure of Money 2 Section 3. Sufficiency of Escrow Securities 2 Section 4. Collection of Proceeds of Securities and Application of Such Proceeds and Money 3 Section 5. All Securities and Money and Proceeds Thereof Held in Trust 3 Section 6. Reports and Notice of Insufficiency 4 Section 7. Substitute Securities 4 Section 8. Substitute Securities 5 Section 9. Amendments of Escrow Agreement 6 Section 10. Limitation of Escrow Agent Duties 6 Section 11. Deposit of Additional Sums 7 Section 12. Compensation of Escrow Agent 7 Section 13. Merger of Escrow Agent; Successor Escrow Agent 8 Section 14. Notices 8 Section 15. Amendment Only By A Writing; Miscellaneous 9 Exhibits A-1 and A-2 A-1 Zxhibit B B-1 1518JRS ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT, dated as of July 21, 1993 (this "Escrow Agreement"), is made by and among the City of St. Louis Park, Minnesota (the "City"), a municipal corporation created and existing under the Statutes and Constitution of the State of Minnesota and the City's Home Rule Charter, and First • Trust National Association, a national banking association with trust powers, as escrow agent hereunder (the "Escrow Agent"). WITNESSETH: WHEREAS, the City has heretofore issued its $5,500,000 original aggregate principal amount General Obligation Improvement Bonds of 1983 (the "Series 1983 Bonds") pursuant to that certain Bond Resolution (the "Series 1983 Bond Resolution") adopted by the City as of May 18, 1983; and WHEREAS, pursuant to a bond resolution of the City adopted July 6, 1993 (the "Bond Resolution"), the City is issuing its General Obligation Improvement Refunding Bonds of 1993, in an aggregate principal amount not to exceed $1,315,000 (the "Series 1993 Bonds"); and WHEREAS, the City has, pursuant to the Bond Resolution, duly and validly authorized the execution and delivery of the documents necessary for the issuance of the Series 1993 Bonds, including, among others, this Escrow Agreement, and has duly and validly authorized delivery of the proceeds of the Series 1993 Bonds to the Escrow Agent for the purchase by the Escrow Agent of the Escrow Securities (defined hereinafter); and. WHEREAS, the Escrow Agent has duly and validly accepted the duties and obligations created by this Escrow Agreement and the performance of its obligations hereunder; NOW, THEREFORE, in consideration of the mutual covenants hereinafter contained, for the benefit of the holders of the Series 1983 Bonds and the holders of the Series 1993 Bonds, as their respective interests may appear, the parties hereto covenant as follows: Section 1. Delivery of Money to Escrow Aaent. On the date of issue of the Series 1993 Bonds, the Escrow Agent shall receive, on behalf of the City proceeds of the Series 1993 Bonds in the amount of $1,322,615.00. The City hereby directs the original purchaser of the Series 1993 Bonds to pay such amount directly to the Escrow Agent. Execution of this Escrow Agreement by the Escrow Agent shall constitute written acknowledgment by the Escrow Agent of its receipt on the date of issue of the Series 1993 Bonds of such total sum to be held and disbursed pursuant to the provisions of the Series 1993 Resolution and this Escrow Agreement. Section 2. Investment and Ext,enditure of Money. On the date of receipt of the proceeds of the Series 1993 Bonds, the Escrow Agent shall apply the proceeds of the Series 1993 Bonds as follows: (a) $ to the purchase of the Escrow Securities listed on Exhibits A-1 and A-2 hereto; (b) $ to pay the costs of issuance of the Series 1993 Bonds; (c) $ to be deposited in the Sinking Fund created by the Bond Resolution; (d) $ to be held as cash (the "Initial Cash"), in the form of United States currency until the application of the same to meet the Escrow Payments or until investment pursuant to the provisions hereof. The Escrow Securities, any Substitute Securities (as defined herein), all earnings and proceeds thereof, and the Initial Cash shall constitute the escrow account (the "Escrow Account"). Section 3. Sufficiency of Escrow Account. The City, in reliance upon the report of , certified public accountants, represents that the Escrow Securities and the maturing principal thereof and the interest thereon, if paid when due, together with the Initial Cash, shall be sufficient (a) to pay all of the principal of and interest to become due on the Series 1993 Bonds through and including June 1, 1995 (the "Crossover Date") and, (b) on the Crossover Date, to refund the outstanding Series 1983 Bonds maturing after June 1, 1995 at the redemption price of 100% of the principal amount thereof, which Series 1983 Bonds shall be called for redemption prior to the Crossover Date at the direction of the City pursuant to the provisions of the Series 1983 Bond Resolution. Current principal and interest due on the Crossover Date on the Series 1983 Bonds will be paid from funds held by the City pursuant to the 1983 Resolution. The foregoing amounts to be paid from the Escrow Account are sometimes referred to herein as the "Escrow Payments." -2- I519JR9 Section 4. Collection of Proceeds of Securities and Application of Such Proceeds and Monev. The Escrow Agent shall present for payment, and shall collect and receive, on the due dates thereof, the maturing installments of principal of and the interest on the Escrow Securities and any Substitute Securities (defined herein). Prior to and including the Crossover Date, the Escrow Agent shall remit from the Escrow Account to , the paying agent for the Series 1993 Bonds (the "Series 1993 Paying Agent"), monies sufficient for the payment of interest on the Series 1993 Bonds as such becomes due. On the Crossover Date, the Escrow Agent shall remit to , as paying agent for the Series 1983 Bonds (the "Series 1983 Paying Agent"), the sum of $ from the Escrow Account to redeem all of the Series 1983 Bonds called for redemption on the Crossover Date. Any remaining funds in the Escrow Account after the Crossover Date shall be remitted to the City. Not less than 30 days prior to the Crossover Date, the Escrow Agent shall cause the notice of redemption relating to the Series 1983 Bonds attached hereto as Exhibit B to be published in the official newspaper of the City and in a daily or weekly periodical which is published in a Minnesota city of the first class, or in its metropolitan area, which circulates throughout the state of Minnesota and which furnishes financial news, or in such other publication as may be required by Minnesota Statutes S 475.54 or by the Series 1983 Bond Resolution. Further, the Escrow Agent shall cause such notice to be mailed to the Series 1983 Paying Agent with directions to mail the notice not less than 30 days prior to the Crossover Date to the holders of all Series 1983 Bonds to be redeemed on the Crossover Date, to the extent that the Series 1983 Paying Agent has or is provided with a register containing the names and addresses of such holders. If and to the extent that any Series 1983 Bonds have been redeemed or purchased and cancelled under the Series 1983 Bond Resolution prior to the Crossover Date, the excess monies on deposit in the Escrow Account will be remitted to the Series 1993 Paying Agent and applied to prepay Series 1993 Bonds on the Crossover Date. Section 5. All Securities and Monev and Proceeds Thereof Held in Trust. The City hereby irrevocably conveys, transfers and assigns to the Escrow Agent the Escrow Securities and the Substitute Securities, if any, the proceeds thereof and thereon, and the Initial Cash, and any substitutions or reinvestments thereof made pursuant to this Escrow Agreement; and the Escrow Agent hereby irrevocably agrees to hold the same, together with any other money which the Escrow Agent may receive pursuant to this Escrow Agreement, separate from all other funds and investments held by the Escrow Agent solely for the purpose of making the Escrow Payments. The Escrow Agent shall not sell, transfer, assign or hypothecate any portion of the Escrow Account except pursuant to the provisions hereof. -3- 1519J RS Section 6. Reports and Notice of Insufficiency. On and of each year, and upon 10 days' prior written request by the City Manager of the City, the Escrow Agent shall render reports to the City Manager setting forth the activity concerning the Escrow Securities or any Substitute Securities, the maturation of such Escrow Securities or Substitute Securities and amounts received by the Escrow Agent by reason of such maturity, the interest earned on such Escrow Securities or reinvestments made by the Escrow Agent in other such Escrow Securities or Substitute Securities and the interest and/or principal derived therefrom, the Escrow Payments and any other transactions of the Escrow Agent pertaining to its duties and obligations as set forth herein. In the event the maturing principal of and interest on the Escrow Securities and Initial Cash in the Escrow Account shall be projected to be insufficient at any time in the future to make an Escrow Payment, the Escrow Agent shall give the City prompt written notice of such projected insufficiency accompanied by a written request directed to the City Manager that the City deposit with the Escrow Agent, pursuant to Section 11 hereof, sums sufficient to make up the projected insufficiency. Section 7. Substitute Securities. In order to ensure continuing compliance with the Internal Revenue Code of 1986, as amended (the "Code"), and present Treasury Regulations promulgated thereunder (the "Regulations"), the Escrow Agent agrees that it will not reinvest any cash received in payment of the principal of and interest on the Escrow Securities. Said prohibition on reinvestment shall continue unless and until an opinion is received from nationally recognized bond counsel that reinvestments in general obligations of the United States or obligations the principal of and interest on which are guaranteed as to payment by the United States, as specified in said opinion, may be made in a manner consistent with the Code and then existing Regulations. Subject to the foregoing, the Escrow Securities described on Exhibits A-1 and A-2 may, at the written direction of the City, be replaced, in whole or in part, with general obligations of the United States or obligations the principal of and interest on which are guaranteed as to payment by the United States and which mature as to principal and interest in such amounts and at such times as will assure the availability of sufficient moneys to make payment when due of the interest on the Series 1993 Bonds to and including the Crossover Date, and will be sufficient to redeem the Series 1983 Bonds called for redemption on the Crossover Date; provided, however, that concurrently with such written direction, the City shall provide the Escrow Agent with (a) a certification of an independent certified public accountant as to the sufficiency of the federal securities ("Substitute Securities") to be subject to this -4- 151QJR9 Escrow Agreement following such replacement and as to the yields thereof, setting forth in reasonable detail the calculations underlying such certification, (b) an unqualified opinion of nationally recognized bond counsel to the effect that such replacement (1) will not cause the Series 1983 Bonds or the Series 1993 Bonds to be subjected to treatment as "arbitrage bonds" under Section 148(a) of the Code and (2) is otherwise in compliance with this Escrow Agreement. Any replacement authorized by this Section shall be accomplished by sale, transfer, request for redemption or other disposition of all or a portion of the Escrow Securities with the proceeds thereof being applied to the purchase of Substitute Securities, all as specified in the written direction of the City. The City hereby covenants and agrees that it will not exercise any of the powers described in the preceding paragraphs in any manner which would cause the Series 1983 Bonds or the Series 1993 Bonds to be "arbitrage bonds" within the meaning of the Code and the Regulations thereunder in effect on the date of such request and applicable to obligations issued on the respective issue date of the Series 1983 Bonds or the Series 1993 Bonds. The City states and acknowledges that, pursuant to the Code, the yield on investments in the Escrow Account is limited to the yield on the Series 1993 Bonds. The yield on any such investment or reinvestment of the proceeds of the Escrow Securities or Substitute Securities may not exceed the yield on the Series 1993 Bonds unless the Escrow Agent receives a written opinion of nationally recognized bond counsel to the effect that such investment will not cause the Series 1983 Bonds or the Series 1993 Bonds to be "arbitrage bonds" within the meaning of the Code and specifically authorizes the investment or reinvestment at a yield higher than the yield on the Bonds. The City hereby represents and warrants that the yield on the Series 1993 Bonds is % per annum and the yield on the Escrow Securities set forth on Exhibits A-1 and A-2 is % per annum and that the foregoing yields were determined in accordance with the requirements of the Code and the Regulations thereunder. Section 8. ,$ubstitute Securities. Any Substitute Securities which have been purchased by the Escrow Agent in accordance with this Escrow Agreement shall mature not later than the Crossover Date. If the proceeds of the securities and other money in the Escrow Account are insufficient to reinvest in the smallest denomination of Substitute Securities, or are required sooner than the shortest maturity available for such Substitute Securities, or for any reason cannot be reinvested in Substitute Securities, said proceeds shall be converted to United States currency and retained by the Escrow Agent in such -5- 1510.IR9 1 f form until required to make an Escrow Payment, or until sufficient funds are accumulated to permit the reinvestment thereof, or until such proceeds may be reinvested in Substitute Securities. The Escrow Agent may make investments in Substitute Securities through its own bond department or that of an affiliate. Section 9. Amendments of Escrow Aareement. This Escrow Agreement is made by the City for the benefit of the holders of the Series 1993 Bonds and the Series 1983 Bonds, as their respective interests may appear, under and pursuant to Minnesota Statutes, Section 475.67, and is not revocable by the City, and the investments and other funds deposited in the Escrow Account and all income therefrom have been irrevocably appropriated for the payment of interest on the Series 1993 Bonds prior to and including the Crossover Date and to the redemption of the Series 1983 Bonds on the Crossover Date, in accordance with this Escrow Agreement. This Escrow Agreement may not be amended except to (i) sever any clause herein deemed to be illegal, (ii) provide for the reinvestment of funds or the substitution of securities as permitted herein or (iii) cure any ambiguity or correct or supplement any provision herein which may be inconsistent with any other provision, but only if the Escrow Agent has determined that any such amendment shall not adversely affect the owners of the Series 1993 Bonds. In the event an amendment to this Escrow Agreement is proposed to be made pursuant to this Section, prior notice shall be given by first class mail, postage prepaid, to the following organization at the following address (or such other address as may be provided by the addressee) and shall be deemed effective upon receipt: Moody's Municipal Rating Desk/Refunded Bonds, 99 Church Street, New York, New York 10007. Notice of any intended amendment shall be sent by the party initiating said amendment to each of the parties hereto at least 10 days prior to the proposed effective date of any such amendment. Notice of any holding of invalidity, illegality or unenforceability shall be sent within 30 days following such decision by the party with first notice of the same to all other parties hereto. In each case, notice shall be sent by first class mail, postage prepaid. Section 10. Limitation of Escrow Aaent Duties. None of the provisions contained in this Escrow Agreement shall require the Escrow Agent to use or advance its own funds in the performance of any of its duties or the exercise of any of its rights or powers hereunder. The Escrow Agent shall be under no liability for the payment of interest on any funds or other property received by it hereunder except to the extent the Escrow Agent is required by the express terms of this Escrow Agreement to invest such funds and fails to do so, in which case such liability shall be limited to the amount of interest which would have otherwise been earned calculated at the federal funds rate for the applicable period. 1519JR9 -6- r f The Escrow Agent's liabilities and obligations in connection with this Escrow Agreement are confined to those specifically described herein. The Escrow Agent is authorized and directed to comply with the provisions of this Escrow Agreement and is relieved from all liability for so doing notwithstanding any demand or notice to the contrary by any party hereto. The Escrow Agent shall not be responsible or liable for the sufficiency, correctness, genuineness or validity of the Escrow Securities or any Substitute Securities deposited with it; the performance of or compliance by any party other than the Escrow Agent with the terms or conditions of any such instruments or the terms or conditions of this Escrow Deposit Agreement; the truth of the recitals herein; or any loss which may occur by reason of forgeries, false representations or the exercise of the Escrow Agent's discretion in any particular manner, unless such exercise is grossly negligent or constitutes willful misconduct. If any controversy arises between the City and any third person in relation to the Series 1993 Bonds or the Series 1983 Bonds, the Escrow Agent shall not be required to determine the same or to take any action in the premises, but it may, in its discretion, institute an interpleader or other proceedings in connection therewith as it may deem proper. The Escrow Agent may conclusively rely upon and shall be protected in acting upon any statement, certificate, notice, request, consent, order, opinion, report or other document believed by it to be genuine and to have been signed or presented by the proper party. The Escrow Agent may consult the City's bond counsel in respect of any question arising under this Escrow Agreement, and the Escrow Agent shall not be liable for any action taken or omitted in good faith upon advice of such counsel. Section 11. Deposit of Additional Sums. The City agrees that it will promptly deposit with the Escrow Agent the additional sum or sums of money specified in the Escrow Agent's notice of insufficiency given pursuant to Section 6 hereof. Section 12. Compensation of Escrow Aaent. The payment arrangement heretofore made between the Escrow Agent and the City as to compensation and expenses of the Escrow Agent for services rendered by it pursuant to the provisions of the Escrow Agreement is satisfactory to the Escrow Agent and to the City, and no further payment to the Escrow Agent, other than as provided by such arrangement, shall be required. Notwithstanding the foregoing, such arrangement for compensation and expenses is intended as compensation for the ordinary services contemplated by this Escrow Agreement, and in the event that the Escrow Agent renders any service hereunder not expressly provided for in this Escrow Agreement, or the Escrow Agent is made a party to or with the written consent of the City intervenes in any litigation pertaining to this Escrow Agreement or institutes interpleader proceedings relative hereto, the 1519J RS -7- Escrow Agent shall be reasonably compensated by the City for such extraordinary services and reimbursed for all fees, costs, liability and expenses (including reasonable attorneys' fees) occasioned thereby. All fees and expenses shall promptly be paid by the City upon invoice from the Escrow Agent. The Escrow Agent acknowledges that such fees, charges and expenses shall be paid by the City and in no event shall give rise to any claim against the Escrow Account, the monies and investments in which are solely for the benefit of the holders of the Series 1993 Bonds until the Crossover Date. Section 13. Mercer of Escrow Anent: Successor Escrow Anent. Any corporation or association into which the Escrow Agent may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidate or transfer to which it is a party, ipso facto, shall be and become successor Escrow Agent hereunder and vested with all of the title to the Escrow Account and all the trusts, powers, discretions, immunities, privileges and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto. Further, the obligations assumed by the Escrow Agent pursuant to this Escrow Agreement may be transferred by the Escrow Agent to a successor if: (a) the Escrow Agent has presented evidence satisfactory to the City and the City's bond counsel that the successor meets the requirements of the laws of the State of Minnesota, as now in effect or hereafter amended; (b) the successor has assumed all the obligations of the Escrow Agent under this Escrow Agreement; and (c) the Escrow Account has been duly transferred to such successor. From and after the date any successor is duly established hereunder, the predecessor Escrow Agent shall have no duty or responsibility hereunder, and shall in no event be liable for any action or failure to act of the successor. Section 14. Notices. All notices or requests required or permitted to be given hereunder shall, until further notice in writing, be given in writing at the following addresses: To the City: St. Louis Park City Hall 5005 Minnetonka Boulevard St. Louis Park, Minnesota 55416 Attn: City Manager -8- I519JR9 r r with a copy to: Popham, Haik, Schnobrich & Kaufman, Ltd. 3300 Piper Jaffray Tower 222 South Ninth Street Minneapolis, Minnesota 55402 Attn: Janna R. Severance To the Escrow Agent, or the Series 1993 Paying Agent and Bond Registrar: First Trust National Association P.O. Box 64111 First Trust Center, St. Paul, Minnesota 55164-0111 Attn: Bond Operations Section 15. Amendment Only By A Writina: Miscellaneous. This Escrow Deposit Agreement is governed by the law of the State of Minnesota and may not be modified except in a writing signed by the parties. In the event any one or more of the provisions contained in this Escrow Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Escrow Agreement, but this Escrow Agreement shall be construed as if such invalid or illegal or unenforceable provision had never been contained herein. IN WITNESS WHEREOF, the parties have executed and delivered this Escrow Deposit Agreement pursuant to due and proper authorization, all as of July 21, 1993. (SEAL) 1519JRS CITY OF ST. LOUIS PARK, MINNESOTA By Mayor By City Manager Attest: City Clerk -9- FIRST TRUST NATIONAL ASSOCIATION, as Escrow Agent By Title: Attest: Title: (SEAL) 1S19JRS/1.12 -10- 1S19JRS EXHIBIT A-1 CITY OF ST. LOUIS PARK, MINNESOTA CASH RECEIPTS FROM AND YIELD ON SLGS Present Value on Total Cash Receipt Interest Receipts Using a Yield of Date Tvoe Rate Principal Interest from SLGS Purchase Price of SLGS Exhibit A-2 The sum of the present value of future cash receipts from the SLGS, on using a yield of percent, is equal to the purchase price of the SLGS; therefore, the yield on the SLGS is equal to percent. A-1 1"2.ta EXHIBIT A-2 ST. LOUIS PARK, MINNESOTA ESCROW ACCOUNT CASH FLOW Cash Disbursements For Total Cash Receipts Principal Interest From SLGS of 1991 on 1993 Cash (Exhibit A-1) Bonds Bonds Balance B-1 EXHIBIT B ESCROW AGREEMENT B-1 EXHIBIT B NOTICE OF FULL OPTIONAL REDEMPTION $5,500,000 CITY OF ST. LOUIS PARR, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS OF 1983 Notice is hereby given that pursuant to an Escrow Deposit Agreement dated a'S of July 21, 1993, by and between the City of St. Louis Park, Minnesota and First Trust National Association, as Escrow Agent, that the following maturities of the above - referenced Bonds (the "Series 1983 Bonds", or the "Bonds") will be optionally redeemed in full on June 1, 1995 at a redemption price equal to 100% of the principal amount thereof, plus accrued interest to the date of redemption: AGGREGATE MATURITY PRINCIPAL INTEREST CUSIP DATE AMOUNT RATE NUMBED 06/01/96 $425,000 06/01/97 $425,000 06/01/98 $425,000 The Bonds maturing on said dates comprise all Bonds which would otherwise be outstanding after June 1, 1995. The Bonds will cease to bear interest after June 1, 1995, the date of redemption. The Series 1983 Bonds called for redemption should be presented for payment of the redemption price on or before June 1, 1995 to Norwest Bank Minnesota, N.A., the Paying Agent, at the following addresses: IF BY HAND Norwest Bank Minnesota, N.A. Sixth and Marquette Second Floor Tellers Minneapolis, MN IF BYMAII( Norwest Bank Minnesota, N.A. Attention: Corporation Trust Operations 255 Second Avenue South Minneapolis, MN 55479-0113 Withholding of 31% gross redemption proceeds of any payment made within the United States is required by the Interest and Dividends Compliance Act of 1983 unless the paying agent has been provided with the correct tax identification number (social security or employer identification number) or B-1 exemption certificate of the payee. Please furnish a properly completed W-9 or an exemption certificate or equivalent when presenting your securities. Additional information may be obtained from the undersigned or from Ehlers and Associates, Inc., 2950 Norwest Center, 90 South Seventh Street, Minneapolis, Minnesota, (612) 339-8291, financial consultants to the City of St. Louis Park, Minnesota. IS1CJRS/15 Dated: , 1993. BY ORDER OF THE CITY COUNCIL OF THE CITY OF ST. LOUIS PARK, MINNESOTA City Clerk B-2 EXHIBIT C, ACCEPTANCE OF APPOINTMENT BY BOND REGISTRAR AND PAYING AGENT CERTIFICATE OF ACCEPTANCE OF APPOINTMENT BY BOND REGISTRAR The undersigned officer hereby certifies and declares that said officer is duly elected, qualified and authorized to certify and declare the following on behalf of First Trust National Association (the "Registrar"): 1. The Registrar has been designated, by resolution of the City Council of the City of St. Louis Park, Minnesota (the "Issuer"), adopted on July 6, 1993 (the "Resolution"), a copy of which has been furnished to the Registrar, to act as paying agent, registrar and transfer agent for $1,315,000 General Obligation Improvement Refunding Bonds of 1993 (the "Bonds") and has been designated to execute the certificates of authentication on the Bonds on behalf of the Issuer as an authenticating agent. The Registrar hereby accepts such appointment and agrees to perform the duties of Registrar set forth in the Resolution and such further duties as may be necessary, appropriate, and incidental to such appointment. The Registrar agrees to perform such duties with the same degree of care that a prudent person would exercise under the same circumstances in the conduct of his or her own affairs. 2. The Registrar is duly organized and existing as a national banking association pursuant to the laws of the United States and has full power and authority to act as registrar and to execute certificates of authentication and thereby authenticate the Bonds as an authenticating agent. 3. The Registrar has received from the Issuer fully registered Bonds executed by the Issuer in the denominations of $5,000 or any integral multiple thereof and numbered R-1 through R- , and having an assigned CUSIP number for the final maturity ( June 1, 1998) of . The Bonds mature on the dates, in the amounts and bear interest at the rates set forth in the Resolution. Pursuant to authorization by, and direction of the Issuer, certain authorized representatives of the Registrar (as listed in the Registrar's official list of authorized signatures dated ) have manually executed the certificate of authentication on each of the Bonds. Each of the Bonds so authenticated has been registered, on the face thereof and also in the register maintained by the Registrar, in the name of the owner thereof, as designated by the Purchaser, and each and all of said Bonds has been physically delivered to the Purchaser. C-1 4. The officers of the Registrar who have signed the Bonds have been duly authorized to sign said Bonds on behalf of the Registrar acting as authenticating agent. 5. The provisions of any registrar's agreement to be entered into between the Issuer and the Registrar will not conflict with the provisions of the Resolution with respect to the duties and responsibilities of the Registrar set forth herein. Dated: FIRST TRUST NATIONAL ASSOCIATION By Its C-2 EXHIBIT D FORM OF "GLOBAL CERTIFICATE" BOND UNITED STATES OF AMERICA STATE OF MINNESOTA HENNEPIN COUNTY CITY OF ST. LOUIS PARK R- $ GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND OF 1993 INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP June 1, June 21, 1993 REGISTERED OWNER: PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of St. Louis Park, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above or on the certificate of registration below, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 1993, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable by check or draft in next day funds or its equivalent upon presentation and surrender hereof at the principal office of First Trust National Association (the "Bond 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 in next day funds or its equivalent mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall D-1 cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. Date of Payment Not Business Day. If the date for payment of the principal of, premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on which banking institutions in the City of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Redemption. The Bonds of this issue (the "Bonds") maturing in the years 1996 to 1998, both inclusive, are not subject to redemption and prepayment at the option of the Issuer prior to maturity. Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal amount of $1,315,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council- of the Issuer on July 6, 1993 (the "Resolution"), for the purpose of providing money to refund on June 1, 1995 in advance of maturity the outstanding General Obligation Improvement Bonds of 1983, dated June 1, 1983 (the "Prior Bonds"). This Bond is payable out of the Issuer's General Obligation Refunding Improvement Bonds of 1993 Fund of the Issuer established pursuant to the Resolution. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Until the date of refunding of the Prior Bonds, this Bond is also payable out of the earnings on the proceeds of the Bonds held under an Escrow Agreement dated as of July 21, 1993 between the Issuer and First Trust National Association as Escrow Agent. D-2 Denominations; Exchange: Resolution. The Bonds are issuable originally only as Global Certificates in the denomination of the entire principal amount of the issue maturing on a single date, or, if a portion of said principal amount is prepaid, said principal amount less the prepayment. Global Certificates are not exchangeable for fully registered bonds of smaller denominations except to evidence a partial prepayment or in exchange for Replacement Bonds if then available. Replacement Bonds, if made available as provided below, are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Replacement Bonds. Replacement Bonds may be issued by the Issuer in the event that: (a) the Depository shall resign or discontinue its services for the Bonds, and only if the Issuer is unable to locate a substitute depository within two (2) months following the resignation or determination of noneligibility, or (b) upon a determination by the Issuer in its sole discretion that (1) the continuation of the book -entry system described in the Resolution, which precludes the issuance of certificates (other than Global Certificates) to any Holder other than the Depository (or its nominee), might adversely affect the interest of the beneficial owners of the Bonds, or (2) that it is in the best interest of the beneficial owners of the Bonds that they be able to obtain certificated bonds. Transfer. This Bond shall be registered in the name of the payee on the books of the Issuer by presenting this Bond for registration to the Bond Registrar, who will endorse his, her or its name and note the date of registration opposite the name of the payee in the certificate of registration attached hereto. Thereafter this Bond may be transferred by delivery with an assignment duly executed by the Holder or his, her or its legal representatives, and the Issuer and Bond Registrar may treat the Holder as the person exclusively entitled to exercise all the rights and powers of an owner until this Bond is presented with such assignment for registration of transfer, accompanied by assurance of the nature provided by law that the assignment is genuine and effective, and until such transfer is registered on D-3 said books and noted hereon by the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Transfer of this Bond may, at the direction and expense of the Issuer, be subject to certain other restrictions if required to qualify this Bond as being "in registered form" within the meaning of Section 149(a) of the federal Internal Revenue Code of 1986, as amended. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Reaistered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Home Rule Charter of the City to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds of this issue as they respectively become due; and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation df indebtedness. D-4 IN WITNESS WHEREOF, the City of , by its City Council has caused this Bond to be sealed with its official seal and to be executed on its behalf by the manual or photocopied facsimile signature of its Mayor and City Manager and attested by the manual or photocopied facsimile signature of its Clerk. (SEAL) Mayor City Manager Attest: Clerk BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. FIRST TRUST NATIONAL ASSOCIATION Bond Registrar and Paying Agent By Authorized Signature General Obligation Improvement Refunding Bond of 1993. D-5 r CERTIFICATE OF REGISTRATION The transfer of ownership of the principal amount of the attached Bond may be made only by the registered owner or his, her or its legal representative last noted below. DATE REGISTRATION REGISTERED OWNER BOND REGISTRAR SIGNATURE OF July 21, 1993 Cede & Co. D-6 ABBREVIATIONS 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act Additional abbreviations may also be used though not in the above list D-7 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, 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 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 Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: 1523) R 4/26-34 (Include information for all joint owners if the Bond is held by joint account.) D-8 EXHIBIT E FORM OF REPLACEMENT BOND UNITED STATES OF AMERICA STATE OF MINNESOTA CITY OF ST. LOUIS PARK R- $ GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND OF 1993 INTEREST MATURITY DATE OF RATE DATE ORIGINAL ISSUE CUSIP REGISTERED OWNER: June 1, July 21, 1993 PRINCIPAL AMOUNT: DOLLARS KNOW ALL PERSONS BY THESE PRESENTS that the City of St. Louis Park, Minnesota (the "Issuer" or "City"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"), commencing December 1, 1993, at the rate per annum specified above (calculated on the basis of a 360 -day year of twelve 30 -day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the principal office of First Trust National Association in Minneapolis, Minnesota (the "Bond 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 person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth calendar day preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the E-1 "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS BOND SET FORTH ON THE REVERSE SIDE HEREOF, WHICH PROVISIONS SHALL FOR ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota and the Home Rule Charter to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law; and that the Issuer will levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer, without limitation as to rate or amount, for the years and in amounts sufficient to pay the principal and interest on the Bonds of this issue as they respectively become due; and this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and on the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the City of St. Louis Park, Minnesota by its City Council has caused this Bond to be sealed with its official seal or a facsimile thereof and to be executed on its behalf by the manual or facsimile signature of its Mayor and City Manager and attested by the manual or facsimile signature of its Clerk. CITY OF ST. LOUIS PARK, MINNESOTA Mayor City Manager (SEAL) Attest: Clerk E-2 BOND REGISTRAR'S CERTIFICATE OF AUTHENTICATION This Bond is one of the Bonds described in the Resolution mentioned within. Bond Registrar By Authorized Signature E-3 ON REVERSE OF BOND Date of Payment Not Business Day. If the date for payment of the principal of; premium, if any, or interest on this Bond shall be a Saturday, Sunday, legal holiday or a day on' which banking institutions in the city of New York, New York, or the city where the principal office of the Bond Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not a Saturday, Sunday, legal holiday or a day on which such banking institutions are authorized to close, and payment on such date shall have the same force and effect as if made on the nominal date of payment. Redemption. The Bonds of this issue (the "Bonds") maturing in the years 1991 to 1998, both inclusive, are not subject to redemption and prepayment at the option of the Issuer prior to maturity. Issuance; Purpose; General Obliaation. This Bond is one of an issue in the total principal amount of $1,315,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, which Bond has been issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the City Council of the Issuer on July 6, 1993 (the "Resolution"), for the purpose of providing money to refund on June 1, 1995 in advance of maturity the outstanding General Obligation Improvement Bonds of 1983, dated June 1, 1983 (the "Prior Bonds"). This Bond is payable out of the Issuer's General Obligation Improvement Refunding Bonds of 1993 Fund of the Issuer established under the Resolution. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the Issuer have been and are hereby irrevocably pledged. Until the date of refunding of the Prior Bonds, this Bond is also payable out of payable out of the earnings on the proceeds of the Bonds held under an Escrow Agreement dated as of July 21, 1993 between the Issuer and First Trust National Association as Escrow Agent. Denominations; Exchancie; Resolution. The Bonds are issuable solely as fully registered bonds in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. E-4 Transfer. This Bond is transferable by the Holder in person or by his, her or its attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with, or notice to, the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer' or similar designation)1 of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Reaistered Owner. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided on the reverse side hereof with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Authentication. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. ABBREVIATIONS 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 TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for (Cust) (Minor) under the Uniform Transfers to Minors Act (State) Additional abbreviations may also be used though not in the above list E-5 ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: Signature Guaranteed: 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 transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) E-6 EXHIBIT F LETTER OF REPRESENTATIONS TO DTC F-1 ''-:6 .- 56PM ?02 11500k -E TRI--t)Nl.l' �llt\i(:11'.�1. Ktl\Jri Letter of Reresentations (To be Completedby Issuer and Agent) (fs.u,s . of Ii.IMrri 1 Vanu• of AF,t•Iltt Attention: General Counsel's ()Rice The Depository T ust Company 35 Water Street: 49th Floor New York, NY 10041-0099 Mite) (bane IkwrtptiouI • Ladia+ and (:cmtlenac;u: This later tats forth our understanding with respect to certain matters relating to the above -referenced kine (the "Bonds"). Agent will as ns mtmr., paying agtyit. Riad agent, or other agent of Issuer with respect to the Bonds. The t3atldi will lx` i5 txel !minima to a trust indenture, hand resolution. or other such document authorizing the issuance of the I3unds dated _._. 199_ (luta "I)ocunmt"). rUuIduaaitu•: a isdi'trihtttint tIi' litnxis tltrough T1 le 1)epositntyTntst (:onipany(-1Tf(71. To halms. 1)T(: to :accept the Iimacls .as eligible for deposit Kt 1)'r(:. uracl t(r atct III :tam -da ice with its Rides with respect to the Bunds. Issuer anti Agent, if :un, stake the following reprCwnt:m i. to 1)TC: i _ 54-25-93 04.5.3.:m 1. Pnor to dosing on till.1iaudti on then appall Ix• cic:pmitctl with DTC one Bond certificate registered in the tame of lYI'C:s nominee, Cede & Co., for each stated rnaatunty of the Bonds in the face amounts set forth on Schedule A hereto, the total of which represents I(X)% 01 Elie pi -Inc -pal amount of such Road.. If, however. the aggregate pnncipa l Atnnlifit of any maturity e•sctvds $15() million, one certificate will lie issued with respect to eudi 8150 millinn of principal ,uuount and un additional ec rtiliczttt• will lx, issued with respect to any remaining pnnc p l .uax)lutt. Each $150 million Bond certificate dull lxar tlx• following lcgench Unless tI11 cs•rtrlicute is presented by.ut authorial! representative ofT11c• I)c•1x>,.1tory Tncst C:wnpa ny, a New York etnpurntlou (1)TC). to Lauer or it, agent lir registration of transfer, exchange, or payiire•rit.:tticl any ex.rtifrcate issued is rcgisten•d in clammily of (;cede & Co. or in such other n.u1K• .t% ix rc•cine•.te•II by un authorized representative. of I)iC: Gild any payment is made to Cede & Co. or to suc•it other entity as is requested by an acltlxtriA eI n•prese•ntative of 1)T(..), ANY TRANSFER. PI.IJ3CC, 011 OTHER USE IlElitrCW 1:()I1 VALUE OR OT11I7.11‘VISE IiY OR T() ANY PEHSON iS l'RO1\C:1' UI. Inaasniiidi as the• frpter(4.1 Owner herrn if, (:cs1c• & (.11.. Itis all interest herein. 2. III the (Will 01 .111t• colic it.ttion of conwilts Encu or voting by holck•rs of the Bond., !swear fir Agent .hall a tallish .1 mind (Lite for such purpcnes (with no pnivisicnh kir revocation of amsents or wafts by sithu•ytient holders) and shall. to the extent possible. send notice of suc•11 record date to DTC not less than 1.5 calendar days In tuhrau t.v of such record date. 3. In clic emit old full or partial redemption or an advance refunding of part tithe outstanding Bonds. Issuer or Agent shall send a notice to DTC specifyinp (a) the amount of the redemption or refunding: (1)) m tit• cum. of u rrfeuuling, the maturity date(s) established unckcr the refunding; and (e) the date .veil notice is to maned to beneficial owners or published (tIw Publication Date"). Such note shall he sent to DTC: by u secure means (e.g., legible teleccip y, n gistered or certified mail, overnight delivery) 111 a timely manner designed to assure timet such notice is in DTC's possession no later than the citric• of business on the business cloy before the Publication Date. Issuer or Agc•1tt shall fontvutl such notice either in a separate secure tnusnsission for cach CUSIP number or in a secure truuiiideslo.s for multiple CUSIP numbers (if up plicublc) which includes a manifest or list of each CUS1 P subnnitted in that transmission. (The party sending such notice shall have a method to verify suhscq u'utly the use alma meats and the timeliness of such nodoe.) The Publication 1)itte spurn he not ken than .30 c1as nor more damn 60 days prior to the redemption date or, in the arse of an advance refunding, the clan: that die proceeds are deposited in escrow. 4. In the event of an imdtatkxt to tender the Bonds. notice by Issuer or Agent to Bondholders specifying the tenths of the tender and tie Publk upon pate of such notice shall 1ue sent to DTC by a secure means in the manner set forth in the preecang Paragraph. 5. All notices and plum tent auhia s sent to DTC shall contain the CtJSIP iaractilx,r oldie Bonds. 6. Notices to DTC ptin utia to I'artga•aph 2 by telrcopy shall be sent to OTC. lleurganlrttion Department at (212) 00-68196 or (212) 709-G897. and receipt al such notices shall be umfirnucl b.• telephoning ;212) 7($ S7(1. Notices to OTC p oreti net to Pantgnip)h 2 by mail or by any other nac•:ut' %hall ix' Mat to: S11)01'1Sor: Prow 11 'orgaiiiz ttion 1)epartinvitt Tile I)c•lxmilory Tnist C:cnnpuly 7 11auao‘t•r Stituui' 23rd Fkx)r Nrw lour:. NY 10[04-269.5 P03 f 04-25-93 04.56PM 7. Notices to DTC panu:wt to Paragraph 3 by telecopy shall Ix sent to 1)TCs Call Notification Department ut (516) 227-4164 ar (516) 227.4190. lithe party seeding the notice docs not rc tifse a telecopy receipt from DTC cznilinning Hutt the notice has been received. such party shall telephone (.516) 2274070. Notice. to DTC immure to Paragraph 3 by mail car by any catlx•r means shall be sent to• Call Notification Department '11rc Depository Trust Company 711 Stcw:ut Avenue Carden City. NY 11530-4719 8. Notices to DTC pnrsuuuu hr Paragraph 4 and notice s of other actions (including mandatory tenders. exchanges. and capital changes) by telecopy shall be sent to 1)TC's Reorganization Department at (212) 7(S)-1 owl or (212) 7(9-1094, and receipt of sixth rocks shall be confirmed by telephoning (212) 7014-6884. Notices to DTC pursuant to the a hove by mail or by any other means shall be sent to: Manager; Reorganization Department lia,arg,unr aticn Window The• I)e•ixx (tory Trust Company 7 Hanover •r Se inert: 2.3rd Floor New York, NY 10004-2695 9. Toms:idionc in the 1le)Kls shall Ix. eligible err oat -day funds settlement in DT(:s Next -Day Funds Settictncnt ("\ D 1 S") %r m. A. interest lxnirxhrts shall Ix, retain K1 by Cede & Co., as nominee of DTC:, ur its registered stered assigns in nest -clay funds on each payment date (or the equivalent In w.curdana: with existing arrangements between Issuer ar Agent und DTC). Such payments shall be nt; de payable to the order tat' (;cede & Co. Absent any outer existing arrangements such payments shall Ix. :addressed us follows Manager; Crash Receipts Dividend Department The 1)cpc sitory Trust Company 7 Hanover &ram 24th Floor New York. NY 10004-2695 13. Principal pan1nenty sltull he received by Cede be Co., as nominee of DTC, or its registered assigns in nett -day funds an ca+ch payment date (or the equivalent in accordance with existing arrangements between Ismer or Agent and DTC). Such payments shall be made payable to the artier of Cede & Co., and shall be addn. sed as fellows: NDFS Redemption 1)epartment Tile Depository Trost Company 551V.ttvr Street: 50th Floor New York, NY 1(041-0099 10. DTC luny direct Issuer or Agent to use any other telephone number or address as the numher or address to wlncir lutist :s or p aviiKi is of interest or principal may he sent. 11. In the. event nt ol'a redemption, acet•lrntticnr, or uny other similar transaction (e.g.. tender made and actt:ptai in response to Issuers or Agent's invrtatton) necessitating a n'duction in the agl. rchmte: pnn .ipal amount of Bonds outstanding or an :sharer r+efwiding of part oldie Bond. outstanding, DTC, in its discretion: (u) may ropiest Issuer or Agent to issue and autlte:nticate a new Bernd certificate, or (1)) may make an appropriate rotation cat the Bond eertificute indicating the date and amount of such reclnetum in principal except in the case of final maturity, In wirichr cue the certificate will ix: presented to Issuer or Agent prior to ixtvnx•nt iflequir 4. PO4 i 4-26-93 04 56PM 'G5 12. In the event that Issuer determines that beneficial owners of Bonds shall lx` able to obtain certificated Bonds, Issuer or Agent shall notify DTC of dlc availability of Band certificates. In such event, Is -suer or Agent shall issue, transfer, and =chump Bond certificates in appropriate tunounts, is required by DTC and others. 13. L)TC muy discontinue providing its services as securtbes depository with respect to the Bonds ut any time lav gwing r usanahla naticr. to Issuer or Agent (at which time DTC will confirm with Issuer or Agent the aggregate principal amount of Bonds outstanding). Under such circumstances, at 1)TC: c request Issuer and Agent shall cooperate fully with DTC by taking appropriate action to make mailable one or more separate certificates evidenang Bonds to any DTC P:uticapant having Bonds =tilted to its DTC lessatnts. 14. Nothing herein shall he domed to require Agent to advancr funds an behalf c,f !cater. Notes: Very truly yours, A. If niece Ain•nt (wi delisted 111 alas letter of Repreiti t.atunra)• Agent at (.ester mint sign this letter If there is ,K, Atvitt. an vans this lasua ismer self rnKk•rtt as u, teakmn all of the uhligatrzo set firth herein. 13. Under Rules tidy Menial's' Sctvrinet Raaktualdng Hy Baud Mang; to 'gtxxl tk4I v,y . r municipal semantics (Atalu,rixenl placr Marti Segal: awl dealer must bu able to dutytrarw da. Attu tlta w nutter da partial call or of an cc huntr'cistern/Japan dart bate published (the Ixuillktahx, altar•'). 'Ilii• t strhlisInnent of (Agent/ Axil at pdaiicsatiaxa damn is aidre al i,a Purugniels 3 of dr Utas By (Issuer) C. Stltethtle li contains ataaenuvtt dud 171Y: helk• is aKssrnntciy &scram Olt; die midKal 1 elroxing hunk - war/ trustee?" uC securities t)istr+laatesl dutxgdn 17IV. mal certain reinttxl ttuaptaz Received and Accepted: THE DEPOSITORY TRUST COMPANY By: (AutlxaAml (lmcvvla tilgiuxus l (And,oebsd omnYl 1 Usuierw uer Unakiwrett ri (knui. l • • OT -26-93 04 : is?M CUSIP IP II Principal /mount Imo) ?u. SCHEDULE A Matunty Date Interest Rate Levy Year for Collection in the Following Year 1994 1995 1996 1997 EXHIBIT G TAX LEVY frifel G-1 To 4)4 Amount (Res. 93-89) The motion for the adoption of the foregoing resolution was duly seconded by member Jacobs and, after a full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: Councilmembers Haun, Meland, Mitchell, Jacobs, Dorfman and Mayor Hanks. and the following voted against the same: None. Whereupon said resolution was declared duly passed and adopted. 1 (Res. 93-89) STATE OF MINNESOTA CITY OF ST. LOUIS PARK I, the undersigned, being the duly qualified and acting Clerk of the City of St. Louis Park, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the City Council of said City, duly called and held on the date therein indicated, insofar as such minutes relate to considering bids for, and awarding the competitive negotiated sale of, $1,315,000 General Obligation Refunding Improvement Bonds of 1993 of said City. WITNESS my hand and the seal of said City this 411(day of July, 1993. (SEAL) 46(6/4,414 4wairj Clerk /94, 93- S1 32. Effective Date. This resolution shall become effective immediately upon adoption. Adopted by the City Council July 6, 1993 ot) Mayor Attest: Reviewed for Administration: Approved as to Form and Execution: 1 S23JRS/1-22 1 S238JRS le046tu ieea, Pace_ City Attorney -22-