HomeMy Public PortalAbout1991-58Extract of Minutes of Meeting
of the City Council of the City of
Medina, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City
Council of the City of Medina, Minnesota, was duly held in the City Hall in said
City on Tuesday, August 20, 1991, commencing at 7:30 P.M.
The following members were present:
Mayor Gary Acromite; Councilmembers, Ann Thies, Robert
Mitchell, Philip 7ietlow
and the following were absent:
Councilmember, Wilfred Scherer
* * *
Member Acromite introduced the following resolution and
moved its adoption:
RESOLUTION NO. 91-58
A RESOLUTION AWARDING THE SALE OF $450,000
GENERAL OBLIGATION TEMPORARY IMPROVEMENT BONDS
SERIES 1991A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Medina, Hennepin
County, Minnesota (City) as follows:
Section 1. Authorization; Findings.
1.01. It is hereby determined that:
(a) the following assessable public improvements (the
Improvements) have been made, duly ordered or contracts let for the
construction thereof, by the City pursuant to the provisions of Minnesota
Statutes, Chapter 429 (Act):
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Total
Project Designation & Description: ProjectCost
Hackamore $ 85,405
Tamarack 287,042
Cherry Hill 100,000
$472,447
Less: 1990-91 Assessments (27,261)
$445,186
Costs of Issuance 5,500
Less: Interest Earnings (2,036)
Subtotal $448,650
Discount 1,350
TOTAL $450,000
(b) it is necessary and expedient to the sound financial
management of the affairs of the City to issue $450,000 General Obligation
Temporary Improvement Bonds Series 1991A (Bonds) pursuant to the Act to
provide temporary financing for the Improvements.
Section 2. Sale of Bonds.
2.01. The offer of State Bank of Loretto and
Farmers State Bank of Hamel (Purchaser) to purchase $200,000 and
$250,000 of the Bonds of the City, respectively, is accepted, the offers being to
purchase the Bonds at the par amount thereof, plus accrued interest to date of
delivery, for Bonds bearing interest at the rate of 5.25% per annum. Net effective
interest rate: 5.25% .
2.02. The sum of $1,350 being the amount offered by the Purchaser in
excess of $448,650 will be credited to the Debt Service Fund hereinafter created.
The Mayor and City Clerk -Treasurer are directed to execute a contract with the
Purchaser on behalf of the City.
2.03. The City will forthwith issue and sell the Bonds in the total principal
amount of $450,000, originally dated September 1, 1991, in the denomination of
$5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing
interest as above set forth, and maturing on June 1, 1992.
2.04. Optional Redemption. The City may elect on March 1, 1992 and on
any date thereafter to prepay Bonds. Redemption may be in whole or in part of the
Bonds. If only part of the Bonds are called for prepayment the specific Bonds to be
prepaid will be chosen by lot by the Registrar. Prepayments will be at a price of
par plus accrued interest.
Section 3. Registration and Payment.
3.01. Registered Form. The Bonds will be issued only in fully registered
form. Upon surrender of each Bond, the interest thereon and principal amount
thereof, is payable by check or draft issued by the Registrar described in Section
3.03.
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3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the
date of original issue. The interest on the Bonds is payable on June 1, 1992, to the
owner of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not such day is a business day.
3.03. Registration. The City Clerk -Treasurer will act as bond registrar,
transfer agent, authenticating agent and paying agent (Registrar). The effect of
registration and the rights and duties of the City and the Registrar with respect
thereto are as follows:
(a) Register. The Registrar rnust keep at its office a bond
register in which the Registrar provides for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to
be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed
by the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in
the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registra-
tion of any transfer after the fifteenth day of the month preceding each
interest payment date and until such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity,
as requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any transfer or ex-
change will be promptly cancelled by the Registrar and thereafter disposed
of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the Bond
until the Registrar is satisfied that the endorsement on the Bond or separate
instrument of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may
treat the person in whose name a Bond is registered in the bond register as
the absolute owner of the Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and
interest on such Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum
or sums so paid.
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(g) Taxes, Fees and Charges. For a transfer or exchange of
Bonds, the Registrar may impose a charge upon the owner thereof sufficient
to reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond
becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver
a new Bond of like amount, number, maturity date and tenor in exchange
and substitution for and upon cancellation of the mutilated Bond or in lieu of
and in substitution for a Bond destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing
with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing
to the Registrar of an appropriate bond or indemnity in form, substance and
amount satisfactory to it and as provided by law, in which both the City and
the Registrar must be named as obligees. Bonds so surrendered to the
Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen
or lost Bond has already matured or been called for redemption in
accordance with its terms it is not necessary to issue a new Bond prior to
payment.
(i) Redemption. In the event any of the Bonds are called for
redemption, notice thereof identifying the Bonds to be redeemed will be
given by the Registrar by mailing a copy of the redemption notice by first
class mail (postage prepaid) not more than 60 and not less than 10 days prior
to the date fixed for redemption to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Regis-
trar and by publishing the notice in the manner required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect
therein, will not affect the validity of any proceeding for the redemption of
Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are
on deposit with the place of payment at that time.
3.04. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the Clerk -Treasurer and executed on behalf of the City by
the signatures of the Mayor and the Clerk -Treasurer, provided that all signatures
may be printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature appears on the Bonds
ceases to be such officer before the delivery of any Bond, such signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same as if
the officer had remained in office until delivery. Notwithstanding such execution,
a Bond will not be valid or obligatory for any purpose or entitled to any security or
benefit under this Resolution unless and until a certificate of authentication on the
Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of
authentication on each Bond is conclusive evidence that it has been authenticated
and delivered under this Resolution. When the Bonds have been so prepared,
executed and authenticated, the Clerk -Treasurer shall deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of
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sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
3.05. Temporary Bonds. The City may elect to deliver in lieu of printed
definitive Bonds one or more typewritten temporary Bonds in substantially the
form set forth in Section 3 with such changes as may be necessary to reflect more
than one maturity in a single temporary bond. Upon the execution and delivery of
definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 4. Form of Bond.
4.01. The Bonds will be printed in substantially the following form:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF MEDINA
GENERAL OBLIGATION TEMPORARY IMPROVEMENT BOND SERIES 1991A
Date of
Rate Maturity Original Issue
June 1, 1992 September 1, 1991
No.
REGISTERED OWNER:
PRINCIPAL AMOUNT:
CUSIP
The City of Medina, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City), acknowledges itself to be
indebted and for value received hereby promises to pay to the Registered Owner
specified above or registered assigns, the Principal Amount specified above on the
maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above, payable June 1, 1992, to the person in whose name this
Bond is registered at the close of business on the fifteenth day (whether or not a
business day) of the immediately preceding month. Upon presentation and
surrender hereof, the interest hereon and principal hereof are payable in lawful
money of the United States of America by check or draft of the City. For the
prompt and full payment of such principal and interest as the same respectively
become due, the full faith and credit and taxing powers of the City have been and
are hereby irrevocably pledged.
The City may elect on March 1, 1992, and on any date thereafter, to prepay
Bonds of this issue. Redemption may be in whole or in part of the Bonds. If only
part of the Bonds are called for prepayment the specific Bonds to be prepaid will
be chosen by lot by the Registrar. Prepayments will be at a price of par plus
accrued interest.
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The City Council has designated the Bonds as "qualified tax exempt obliga-
tions" within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the Code) relating to disallowance of interest expense for
financial institutions and within the $10 million limit allowed by the Code for the
calendar year of issue.
Additional provisions of this Bond are contained on the reverse hereof and
those provisions have the same effect as though fully set forth in this place.
This Bond will not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon has been executed by the Bond Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Medina, Hennepin County, Minnesota,
by its City Council, has caused this Bond to be executed on its behalf by the
facsimile signatures of the Mayor and City Clerk -Treasurer and has caused this
Bond to be dated as of the date set forth below.
Dated:
within.
CITY OF MEDINA, MINNESOTA
(facsimile) (facsimile)
City Clerk -Treasurer Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
City Clerk -Treasurer,
as Bond Registrar
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $450,000
all of like original issue date and tenor, except as to number and denomination,
issued pursuant to a resolution adopted by the City Council on August 20, 1991 (the
Resolution), for the purpose of providing money to temporarily defray the expenses
incurred and to be incurred in making local improvements, pursuant to and in full
conformity with the Constitution and laws of the State of Minnesota, including
Minnesota Statutes, Chapter 429, and the principal hereof and interest hereon are
payable primarily from special assessments against property specially benefited by
local improvements, as set forth in the Resolution to which reference is made for a
full statement of rights and powes thereby conferred. The full faith and credit of
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the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to issue and sell definitive or additional temporary bonds to redeem
the Bonds and to levy taxes on all of the taxable property in the City in the event
of any deficiency in special assessments pledged, which taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of $5,000 or any integral multiple thereof.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the City at the office of the
Clerk -Treasurer, by the registered owner hereof in person or by the owner's
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Clerk -Treasurer, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange the
City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date, subject to reimbursement for any tax,
fee or governmental charge required to be paid with respect to such transfer or
exchange.
The City may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for
the purpose of receiving payment and for all otner purposes, and the City will not
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that
all acts, conditions and things required by the Constitution and laws of the State of
Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the City in accordance with its terms, have been done, do exist, have happened
and have been performed as so required, and that the issuance of this Bond does not
cause the indebtedness of the City to exceed any constitutional or statutory
limitation of indebtedness.
(Form of certificate to be printed on the reverse side of each Bond,
following a full copy of the legal opinion.)
I certify that the above is a full, true and correct copy of the legal opinion
rendered by bond counsel on the issue of Bonds of the City of Medina, Minnesota,
which includes the within Bond, dated as of the date of delivery of and payment for
the Bonds.
(Facsimile/Signature
City Clerk -Treasurer
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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
entireties
JT TEN as joint tenants
with right of sur-
vivorship and not
as tenants in com-
mon
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept
for registration of the within Bond, with full power of substitution in the premises..
Dated:
Notice: The assignor's signature to this assignment must correspond with the
name as it appears upon the face of the within Bond in every
particular, without alteration or 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 infor-
mation concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if
this Bond is held by joint account.)
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Please insert social security or other
identifying number of assignee
4.02. The City Clerk -Treasurer is directed to obtain a copy of the proposed
approving legal opinion of Holmes & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and to cause the opinion to be
printed on each Bond, together with a certificate to be signed by the facsimile
signature of the Clerk -Treasurer in substantially the form set forth in the form of
Bond. The Clerk -Treasurer is authorized and directed to execute the certificate
in the name of the City upon receipt of the opinion and to file the opinion in the
City offices.
Section 5. Payment: Security: Pledges and Covenants.
5.01. The Bonds are payable from the General Obligation Temporary
Improvement Bonds Series 1991A Debt Service Fund (Debt Service Fund) hereby
created, and special assessments (Assessments) levied or to be levied for the
improvements (Improvements) financed by the Bonds are hereby pledged pledged
to the Debt Service Fund. If any payment of principal or interest on the Bonds
becomes due when there is not sufficient money in the Debt Service Fund to pay
the same, the Clerk -Treasurer is authorized and directed to pay such principal or
interest from the general fund of the City, and the general fund will be reimbursed
for such advances out of the proceeds of Assessments for the Improvements when
collected. There is appropriated to the Debt Service Fund all (i) capitalized
interest financed from Bond proceeds, if any, (ii) any amount over the minimum
purchase price paid by the Purchaser and (iii) accrued interest paid by the
Purchaser upon closing and delivery of the Bonds.
5.02. It is determined that the Improvements to be financed by the Bonds
will directly and indirectly 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 or will cause the Assessments for the Im-
provements to be promptly levied so that the first installment will be
collectible not later than 1992 and will take all steps necessary to assure
prompt collection, and the levy of the Assessments is hereby authorized.
The City Council will cause all further actions and proceedings relative to
the making and financing of the Improvements financed hereby to be taken
with due diligence that are required for the construction of each Improve-
ment financed wholly or partly from the proceeds of the Bonds, and for the
final and valid levy of the Assessments and the appropriation of any other
funds needed to pay the Bonds and interest thereon when due.
(b) In the event of a current or anticipated deficiency in the
Assessments, the City Council will levy ad valorem taxes in the amount of
the deficiency.
(c) The City will keep complete and accurate books and records
showing: receipts and disbursements in connection with the Improvements,
Assessments levied therefor and other funds appropriated for their payment,
collections thereof and disbursements therefrom, moneys on hand and, the
balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least
annually and will furnish copies of such audit reports to any interested
person upon request.
(e) In accordance with its statutory duties under Minnesota
Statutes, Section 429.091, Subdivision 5, the City covenants and agrees with
the holders of the Bonds that if the Bonds cannot be paid at maturity from
the proceeds of the Assessments or from other funds appropriated by the
City Council, the Bonds will be paid from the proceeds of definitive or
additional temporary bonds that will be issued and sold prior to the maturity
date of the Bonds.
5.03. It is determined that the estimated collections of Assessments and
interest thereon and the proceeds of definitive or additional temporary
improvement bonds to be issued and sold prior to the maturity date of the Bonds
will produce at least five percent in excess of the amount needed to meet when due
the principal and interest payments on the Bonds and that no tax levy is needed at
this time.
5.04. The City Clerk -Treasurer is directed to file a certified copy of this
resolution with the Director of Property Taxation of Hennepin County, and to
obtain the certificate required by Minnesota Statutes, Section 475.63.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and
furnish to the Purchaser and to the attorneys approving the Bonds certified copies
of proceedings and records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other certificates, affidavits and
transcripts as may be required to show the facts within their knowledge or as
shown by the books and records in their custody and under their control, relating to
the validity and marketability of the Bonds and such instruments, including any
heretofore furnished, may be deemed representations of the City as to the facts
stated therein.
6.02. The Mayor and City Clerk -Treasurer are authorized and directed to
certify that they have examined the Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate repre-
sentation of the facts and representations made therein as of the date of the
Official Statement.
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest on the Bonds to
become subject to taxation under the Internal Revenue Code of 1986, as amended
(the Code), and the Treasury Regulations promulgated thereunder, in effect at the
time of such actions, and that it will take or cause its officers, employees or
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agents to take, all affirmative action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter amended and
made applicable to the Bonds.
7.02. (a) The City will comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the
interest on the Bonds under Section 103 of the Code, including without
limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the
Bonds, and the rebate of excess investment earnings to the United States if
the Bonds (together with other obligations reasonably expected to be issued
in calendar year 1991) exceed the small -issuer exception amount of
$5,000,000.
(b) For purposes of qualifying for the small issuer exception to
the federal arbitrage rebate requirements, the City hereby finds, determines
and declares that the aggregate face amount of all tax-exempt bonds (other
than private activity bonds) issued by the City (and all subordinate entities
of 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, ail
within the meaning of Section 148(f)(4)(C) of the Code.
7.03. The City further covenants not to use the proceeds of the Bonds or to
cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 150 of the Code.
7.04. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the City makes the following
factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in
Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds, treating qualified 501(e)(3) bonds as not
being private activity bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 1991 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1991 have been designated for purposes of Section
265(b)(3) of the Code.
7.05. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations
made by this section.
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The motion for the adoption of the foregoing resolution was duly seconded
by Member
Thies
, and upon vote being taken thereon, the
following voted in favor thereof:
Acromite, Thies, Mitchell, Zietlow
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
Absent: Scherer
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STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF MEDINA
I, the undersigned, being the duly qualified and acting Clerk -Treasurer of
the City of Medina, Hennepin County, Minnesota, do hereby certify that I have
carefully compared the attached and foregoing extract of minutes of a regular
meeting of the City Council of the City held on August 20, 1991 with the original
minutes on file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of $ 450,000.00
General Obligation Temporary Improvement Bonds Series 1991A of the City.
WITNESS My hand officially as such Clerk -Treasurer and the corporate seal
of the City this 21 day of August , 1991.
( SEAL)
Or �2�z1.0
City Clerk -Treasurer
Medina, Minnesota
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STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF MEDINA
I, the undersigned, being the duly qualified and acting Clerk -Treasurer of
the City of Medina, Hennepin County, Minnesota, do hereby certify that I have
carefully compared the attached and foregoing extract of minutes of a regular
meeting of the City Council of the City held on August 20, 1991 with the original
minutes on file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of $ 450,000.00
General Obligation Temporary Improvement Bonds Series 1991A of the City.
WITNESS My hand officially as such Clerk -Treasurer and the corporate seal
of the City this 21 day of August
( SEAL)
, 1991.
City Clerk -Treasurer
Medina, Minnesota
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