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WHEREAS, the City Council of the City deems it desirable and in the best interests of the City to <br />redeem bands maturing in the years 2007 through 2014, inclusive, totaling $2,300,000 in principal amount, on <br />• January 1, 2006, in accordance with the Bond Resolution; and <br />NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Mounds View, Minnesota, <br />as follows: <br />Section 1. Findin s. The City finds that the conditions for taking a remedial action under <br />Section 1.141-12(a)(1) through (5) of the Regulations are met, for the following reasons: <br />(a) The City reasonably expected on the date of issue of the Series 1994A Bonds that <br />the Series 1994A Bonds would meet neither the private business test nor the private loan financing <br />test for the entire term of the Series 1994A Bonds. <br />(b) The term of the Series 1994A Bonds is not longer than reasonably necessary for the <br />governmental purposes of that issue; specifically, the City finds that the weighted average maturity of <br />the Series 1994A Bonds (15.1454 years) is not greater than 120 percent of the average expected <br />economic life of the property financed with proceeds of the Series 1994A Bonds. <br />(c) Medtronic paid fair market value for the Golf Course Property, as evidenced by the <br />fact that the purchase price payable to the Authority in the Contract is at least equal to the appraised <br />value of the Golf Course Property as determined by appraisals undertaken for both Medtronic and the <br />City (taking into account allocations to the Golf Course Property in the case of the City appraisal, <br />which includes additional property). <br />(d) Proceeds from the conveyance of the Golf Course Property will be treated as gross <br />proceeds of the Series 1994A Bonds, allocable to such bonds in proportion to the outstanding <br />• principal amount of such bonds; no sources of funding other than proceeds of the Series 1994A <br />Bonds were used to finance acquisition and betterment of the Golf Course. <br />(e) The City will redeem the outstanding Series 1994A Bonds in accordance with Section <br />2 of this resolution, within 90 days after the date of closing under the Contract, which timely <br />redemption constitutes a remedial action under Section 1.141-12(d) of the Regulations. <br />Section 2. Redemption of Series 1994 Bonds. <br />(a) The Series 1994A Bonds maturing in the years 2007 through 2014, inclusive, totaling <br />$2,300,000 in principal amount shall be redeemed and prepaid on January 1, 2006, at par, plus <br />accrued interest. <br />(b) The bond registrar and paying agentfor the Series 1994A Bonds (U.S. Bank National <br />Association, successor to Firstar Trust Company, (as agent for Firstar Bank, N.A.), successor to <br />American Bank, National Association, formerly, American National Bank & Truk Company in St. Paul, <br />Minnesota; hereafter the "Registrar"), is authorized and directed to give mailed notice of call for <br />redemption of the outstanding maturities of the Series 1994A Bonds to all holders of the Series 1994A <br />Bonds, such notice to be mailed at least 30 days prior to January 1, 2006 in substantially the form <br />shown as Exhibit A. <br />(c) The City Clerk-Administrator of the City is hereby authorized and directed to deposit <br />with the Registrar prior to the call date of January 1, 2006, disposition proceeds from conveyance of <br />the Golf Course Property in the amount sufficient to pay all principal and interest due on the Series <br />1994A Bonds as of the call date. <br />Section 3. Further Proceedings. The City Clerk-Administrator is authorized and directed to take <br />• all other actions necessary to carry out the intent of this resolution, including without limitation delivering to the <br />SJB-268626v1 <br />M1J205-30 <br />2 <br />