HomeMy WebLinkAbout7364 (Res.)RESOLUTION NO. 7364
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RESOLUTION NO. 7364
THE FORMOANDU DETAILSG AND PROVIDINGN FORNG THES PAYMENTE OFRIBING
$4,850,000 GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES
1984A
BE IT RESOLVED by the City Council of the City of
Stillwater, Minnesota, as follows:
Section 1. Authorization and Sale.
(a) This Council, by resolution adopted August 23,
1984, authorized the issuance and public sale of $4,850,000
General Obligation Improvement Bonds, Series 1984A of the City,
to be used, along with funds on hand, to refinance the City's
outstanding on
Bonds, Series 61981A, dated eNovember ral g 1t11981e,matr their ary mmaturit maturity
on November 1, 1984.
(b) Notice of sale of the Bonds has been duly
published, and the Council, having examined and considered all
bids received pursuant to the published notice, does hereby
find and determine that the most favorable bid received is that
of The First National Bank of Saint Paul, in St. Paul
Minnesota, and associates, to purchase the Bonds at a price of
plus
delivery and payment, interest Bonds
on the further terms and conditions of
hereinafter set forth.
(c) The sale of the Bonds is hereby awarded to said
bidder, and the Mayor and City Clerk are hereby authorized and
directed on behalf of the City to execute a contract for the
sale of the Bonds in accordance with the terms of said bid.
The good faith check of the successful bidder shall be retained
by the Finance Director until the Bonds have been delivered and
the purchase price paid. The good faith checks of other
bidders shall be returned to them forthwith.
Section 2. Bond Terms; Registration; Execution and
2.01. Maturities; Interest Rates; Denominations;
Payment. The Bonds shall be designated General Obligation
Improvement Bonds, Series 1984A, shall be originally dated as
each,of e
the
coreany� shall
thereof, l
1984, on of shall mature on
Delivery.
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February 1 in the respective years and amounts stated below,
and shall bear interest from date of issue until paid or duly
called for redemption at the respective annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
1987 $100,000 7.40% 1997 $250,000 9.40%
1988 110,000 7.60% 1998 270,000 9.50%
1989 120,000 7.85% 1999 300,000 9.60%
1990 130,000 8.10% 2000 325,000 9.70%
1991 145,000 8.30% 2001 355,000 9.80%
1992 160,000 8.50% 2002 390,000 9.90%
1993 175,000 8.70% 2003 430,000 10.00%
1994 190,000 8.90% 2004 470,000 10.00%
1995 205,000 9.10% 2005 500,000 10.00%
1996 225,000 9.25%
The Bonds shall be issuable only in fully registered
form. The interest Lnereon and, upon surrender of each Bond,
the principal amount thereof shall be payable by check or draft
issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond shall
be dated as of the last interest payment date preceding the
date of authentication to which interest on the Bond has been
paid or made available for payment, unless (i) the date of
authentication is an interest payment date to which interest
has been paid or made available for payment, in which case such
Bond shall be dated as of the date of authentication, or (ii)
the date of authentication is prior to August 1, 1985, in which
case such Bond shall be dated as of October 1, 1984. The
interest on the Bonds shall be payable on February 1 and
August % in each year, commencing August 1, 1985, 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.
2.03. Registration. The City shall appoint, and
shall maintain, a bond registrar, transfer agent and paying
agent (the Registrar). The effect of registration and the
rights and duties of the City and the Registrar with respect
thereto shall be as follows:
(a) Register. The Registrar shall keep at its
principal corporate trust office a bond register in which
the Registrar shall provide for the registration of
ownership of Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred
or exchanged.
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(b) Transfer of Bonds. Upon surrender for transfer
of any Bond duly endorsed by the registered owner thereof
or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the
registered owner thereof or by an attorney duly authorized
by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of a like
aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the
books for registration of any transfer after the fifteenth
day of the month preceding each interest payment date and
until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are
surrendered by the registered owner for exchange the
Registrar shall authenticate and deliver one or more new
Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney
in writing.
(d) Cancellation. All Bonds surrendered upon any
transfer or exchange shall be promptly cancelled by the
Registrar and thereafter disposed of as directed by the
City.
(e) Improper or Unauthorized Transfer. When any Bond
is presented to the Registrar for transfer, the Registrar
may refuse to transfer the same until it is satisfied that
the endorsement on such Bond or separate instrument of
transfer is valid and genuine and that the requested
transfer is legally authorized. The Registrar shall incur
no liability for the refusal, in good faith, to make
transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The City and the
Registrar may treat the person in whose name any Bond is at
any time registered in the bond register as the absolute
owner of such Bond, whether such Bond shall be overdue or
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 all such payments so made to any such
registered owner or upon the owner's order shall be valid
and effectual to satisfy and discharge the liability upon
such Bond to the extent of the sum or sums'so paid.
(g) Taxes, Fees and Charges. For every transfer or
exchange of Bonds, the Registrar may impose a charge upon
the owner thereof sufficient to reimburse the Registrar for
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any tax, fee or other governmental charge required to be
paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In
case any Bond shall become mutilated or be destroyed,
stolen or lost, the Registrar shall deliver a new Bond of
like amount, number, maturity date and tenor in exchange
and substitution for and upon cancellation of any such
mutilated Bond or in lieu of and in substitution for any
such Bond destroyed, stolen or lost, upon the payment of
the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond destroyed,
stolen or lost, upon filing with the Registrar of evidence
satisfactory to it that such Bond was destroyed, stolen or
lost, and of the ownership thereof, and upon furnishing to
the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the
City and the Registrar shall be named as obligees. All
Bonds so surrendered to the Registrar shall be cancelled by
it and evidence of such cancellation shall be given to the
City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance
with its terms it shall not be necessary to issue a new
Bond prior to payment.
2.04. Appointment of Initial Registrar. The City
hereby appoints The First National Bank of Saint Paul
St. Paul Minnesota , as the initial Registrar. The
Mayor and the City Clerk are authorized to execute and deliver,
on behalf of the City, a contract with said Registrar. Upon
merger or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust
company authorized by law to conduct such business, such
corporation shall be authorized to act as successor Registrar.
The City agrees to pay the reasonable and customary charges of
the Registrar for the services performed. The City reserves
the right to remove the Registrar upon thirty (30) days notice
and upon the appointment of a successor Registrar, in wnich
event the predecessor Registrar shall deliver all cash and
Bonds in its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar.
2.05. Redemption. Bonds maturing in the years 1987
through 1994 shall not be subject to redemption prior to
maturity, but Bonds maturing in the years 1995, through 2005
shall be subject to redemption and prepayment at the option of
the City, in whole or in part, in inverse order of maturity
dates and by lot, assigned in proportion to their principal
amount, within any maturity, on February 1, 1994, and any
interest payment date thereafter at a price equal to the
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principal amount thereof and accrued interest to the date of
redemption. Prior to the date set for redemption of any Bond
prior to its stated maturity date, the Clerk shall cause notice
of the call for redemption thereof to be published as required
by law and, at least 30 days prior to the designated redemption
date, shall cause notice of the call to be mailed to the
registered holders ppany ononds to the bonderegisterdat their
described in
ectones as they appear
Section 2.03 hereof.
2.06. Execution, Authentication and Delivery. The
Bonds shall be prepared under the direction of the City Clerk
and shall be executed on behalf of the City by the signatures
of the Mayor and the City Clerk, provided that all signatures
may be printed, engraved or lithographed facsimiles of the
originals. In case any officer whose signature or a facsimile
of whose signature shall appear on the Bonds shall cease to be
such officer before the delivery of any Bond, such signature or
facsimile shall nevertheless be valid and sufficient for all
purposes, the same as if he had remained in office until
delivery. Notwithstanding such execution, no Bond shall be
valid or obligatory for any purpose or entitled to any security
or benefit under this Resolution unless and until a certificate
of authentication on such Bond has been duly executed by the
manual signature of an authorized representative of the
Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed
certificate of authentication on each Bond shall be conclusive
evidence that it has been authenticated and delivered under
this Resolution. When the Bonds have been so prepared.
executed and authenticated, the Finance Director shall deliver
the same to the purchaser thereof upon payment of the purchase
price in accordance with the contract of sale heretofore made
and executed, and said purchaser shall not be obligated to see
to the application of the purchase price.
2.07. Form of Bonds. The Bonds shall be printed in
substantially the following form:
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(Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF WASHINGTON
CITY OF STILLWATER
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1984A
Date of
Rate Maturity Original Issue
October 1, 1984
Registered Owner:
CUS I P
Principal Amount: Dollars
KNOW ALL MEN BY THESE PRESENTS that the City of
Stillwater, a duly organized and existing municipal corporation
of Washington County, Minnesota (the 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 sum specified above on the maturity date
specified above, with interest thereon from the date hereof at
the annual rate specified above, payable on February 1 and
August 1 in each year, commencing August 1, 1985, to the person
in whose name this Bond is registered at the close of business
on the 15th day (whether or not a business day) of the
immediately preceding month, all subject to the provisions
referred to herein with respect to the redemption of the
principal of this Bond before maturity. The interest hereon
and, upon presentation and surrender hereof, the principal
hereof are payable in lawful money of the United States of
America by check or draft by
in , as Bond Registrar
and Paying Agent, or its designated successor under the
Resolution described herein. 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.
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Additional provisions of this Bond are contained on
the reverse hereof and such provisions shall for all purposes
have the same effect as though fully set forth in this place.
This Bond shall not be valid or become obligatory for
any purpose or be entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon shall
have been executed by the Bond Registrar by manual signature of
one of its authorized representatives.
IN WITNESS WHEREOF, the City of Stillwater, Washington
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 and has caused this Bond to be dated as of
the date set forth below.
Dated: CITY OF STILLWATER, MINNESOTA
(facsimile)
Mayor
Attest: (facsimile)
City Clerk
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the
Resolution mentioned within.
By
Authorized Representative
[Reverse of the Bonds]
This Bond is one of an issue in the aggregate
principal amount of $4,850,000, all of like date and tenor,
except as to maturity date, interest rate, denomination and
redemption privilege, issued, pursuant to a resolution adopted
by the City Council on September 11, 1984 (the Resolution), to
refinance certain outstanding temporary improvement bonds of
the City inaccordance with the provisions of Minnesota
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Statutes, Chapters 429 and 475, and is i ad pursuant to and
in full conformity with the Constitution and laws of the State
of Minnesota thereunto enabling. The Bonds of this series are
issuable only as fully registered bonds, in denominations of
$5,000 or any multiple thereof, of single maturities.
Bonds of this issue maturing in 1994 and earlier years
are payable on their respective stated maturity dates without
option of prior payment, but Bonds having stated maturity dates
in 1995 and later years are each subject to redemption and
prepayment at the option of the City, in whole or in part, and
if in part in inverse order of maturity dates and by lot,
assigned in proportion to their principal amount, within any
maturity, on February 1, 1994 and any interest payment date
thereafter, at a price equal to the principal amount thereof
plus interest accrued to the date of redemption. Prior to the
date specified for the redemption of any Bond prior to its
stated maturity date, the City will cause notice of the call
for redemption to be published as required by law, and, at
least 30 days prior to the designated redemption date, will
cause notice of the call to be mailed to the registered owner
of any Bond to be redeemed at his address as it appears on the
bond register maintained by the Bond Registrar. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered
to the owner without charge, representing the remaining
principal amount outstanding.
As provided in the Resolution and subject to certain
limitations set forth therein, this Bond is transferable upon
the books of the City at the principal office of the Bond
Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to
the Bond Registrar, duly executed by the registered owner or
his attorney; a ' may also be surrendered in exchange for Bonds
of other autho. xd denominations. Upon such transfer or
exchange the CiLy will cause a new Bond or Bonds to be issued
in the name of the transferee or registered owner, of the same
aggregate principal amount, bearing interest at the same rate
and maturing on the same date, subject to reimbursement for any
tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the
owner person
hereof, whetherthis thisBond Bond is
is overdueed oras mot,1eforste
in whose name the
purpose of receiving payment and for all other' purposes, and
neither the City nor the Bond Registrar shall be affected by
any notice to the contrary.
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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 oe 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; that, prior to the issuance hereof the City has
covenanted and agreed to levy special assessments upon property
specially benefited by the local improvements financed by the
Bonds, which special assessments, together with any required ad
valorem taxes, will be collectible for the years and in amounts
sufficient to produce sums not less than 5% in excess of the
principal of and interest on the Bonds of this issue when due,
and has appropriated such special assessments, and any required
taxes, to the payment of such principal and interest; that if
necessary for payment of such principal and interest,
additional ad valorem taxes are required to be levied upon all
taxable property in the City, without limitation as to rate or
amount; and that the issuance of this Bond does not cause the
indebtedness of the City to exceed any constitutional or
statutory limitation of indebtedness.
(Form of certificate to be printed on the reverse side of
each Bond, following a full copy of the legal opinion)
We certify that the above is a full, true and correct
copy of the legal opinion rendered by bond counsel on the issue
of Bonds of the City of Stillwater, Minnesota, which includes
the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Clerk Mayor
The following abbreviations, when used in the
inscription on the face of this Bond, shall be construed as
though they were written out in full according to applicable
laws or regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT(Cust) Custodian( Mlnor)
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TEN ENT -- as tenants under Uniform Gifts to
by entireties Minors
JT TEN
as joint tenants Act
with right of (State)
survivorship and
not as tenants in
common
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 assign
ment
must correspond with the name as it appears
upon the face of the within Bond in every
particular, without alteration or
enlargement or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a national bank or trust
company or by a brokerage firm having a' membership in one of
the major stock exchanges.
The Bond Registrar will not effect transfer of this
Bond unless the information concerning the assignee requested
below is provided.
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Name and Address:
(Include information for all joint
owners if the Bonds are held by
joint account)
Please insert social security
or other identifying number of
assignee
Section 3. 1984A Improvement Bond Account. The Bonds
to be issued shall be payable from a separate 1984A Improvement
Bond Account of the City, which Account the City agrees to
maintain until said Bonds have been paid in full. If the money
in said Account should at any time be insufficient to pay
principal and interest due on the Bonds, such amounts shall be
paid from other moneys on hand in other funds of the City,
which other funds shall be reimbursed therefor when sufficient
money becomes available in said Account. Into said Account
shall be paid all Bond proceeds received from the purchaser in
excess of $4,756,000, capitalized interest in the amount of
$ 50 000 , all special assessments collected pursuant to
Sitlicwi 4 hereof, and all taxes collected pursuant to Section 5
hereof.
Section 4. Special Assessments. The City hereby
covenants and agrees that, for the payment of the cost of
improvements permanently financed by the Bonds the City will do
and perform all acts and things necessary for the final and
valid levy of special assessments in an amount not less than
208 of the cost of each of the improvements permanently
financed by the Bonds, and the City estimates that it will levy
assessments in the aggregate amount of $4,712,350 • The
principal of said assessments shall be payable in annual
installments, with interest on unpaid installments thereof from
time to time at the rate of10.10 8 per annum. It is presently
estimated that the principal and interest on such special
assessments will be collected in the years and'.amounts as
follows:
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Collection Collection
Year Amount Year Amount
1985 $577,657 1995 $567,083
1986 567,083 1996 567,083
1987 567,083 1997 567,083
1988 567,083 1998 567,083
1989 567,083 1999 567,083
1990 567,083 2000 567,083
1991 567,083 2001 567,083
1992 567,083 2002 567,083
1993 567,083 2003 567,083
1994 567,083 2004 567,069
In the event that any such assessment shall at any time be held
invalid with respect to any lot or tract of land, due to any
error, defect or irregularity in any action or proceeding taken
or to be taken by the City or by this Council or by any of the
officers or employees of the City, either in the making of such
assessment or in the performance of any condition precedent
thereto, the City hereby covenants and agrees that it will
forthwith do all such further things and take all such further
proceedings as shall be required by law to make such assessment
a valid and binding lien upon said property.
Section 5. Pledge of Taxing Powers. For the prompt
and full payment of the principal of and interest on said Bonds
as such payments respectively become due, the full faith,
credit and unlimited taxing powers of the City shall be and ace
hereby irrevocably pledged. However, it is estimated that
collections of the special assessments described above,
together with certain amounts deposited in escrow with the City
by the developer of the property being assessed, will produce
amounts not less than 5% in excess of the amounts needed to
meet when due the principal and interest payments on the Bonds,
and no ad valorem taxes are presently required.
Section 6. nefeasance. When all of the Bonds have
been discharged as provrded in this section, all pledges,
covenants and other rights granted by this resolution to the
holders of the Bonds shall cease. The City may discharge its
obligations with respect to any Bonds which are due on any date
by depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in full; ore if any Bond
should not be paid when due, it may nevertheless be discharged
by depositing with the Registrar a sum sufficient for the
payment thereof in full with interest accrued from the due date
to the date of such deposit. The City may also discharge its
obligations with respect to any prepayable Bonds called for
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redemption on any date when they are prepayable according to
their terms, by depositing with the Registrar on or before that
date an amount equal to the principal, interest and redemption
premium, if any, which are then due, provided that notice of
such redemption has been duly given as provided herein. 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 bank qualified by law as an
escrow agent for this purpose, cash or securities which are
authorized by law to be so deposited, bearing interest payable
at such time and at such rates and maturing or callable at the
holder's option on such dates as shall be required to pay all
principal, interest and redemption premiums to become due
thereon to maturity or said redemption date.
Section 7. Registration of Bonds. The Clerk is
hereby authorized and directed to file a certified copy of this
resolution with the County Auditor of Washington County,
together with such additional information as he shall require,
and to obtain from said County Auditor a certificate that the
Bonds have been duly entered upon his bond register, and, if
applicable, the tax required by law has been levied.
Section 8. Authentication of Transcript. The
officers of the City and said County Auditor of Washington
County are hereby authorized and directed to prepare and
furnish to the purchasers of the Bonds, and to the attorneys
rendering an opinion as to the legality thereof, certified
copies of all proceedings and records relating to the Bonds and
such other affidavits, certificates and information as may be
required to show the facts relating to the legality and
marketability of the Bonds, as the same appear from the books
and records in their custody and control or as otherwise known
to them, and all such certified copies, affidavits and
certificates, including any heretofore furnished, shall be
' deemed representations of the City as to the correctness of all
statements contained therein.
Section 9. Arbitrage. (a) The City covenants and
agrees with the holders from time to time of the Bonds herein
authorized, that it will not take, or permit to be taken by any
of its officers, employees or agents, any action which would
cause the interest payable on the Bonds to become subject to
taxation under the United States Internal Revenue Code of 1954,
as amended (the Code) and regulations issued thereunder, and
that it will take, or it will cause its officers, employees or
agents to take, all affirmative actions within its powers which
may be necessary to insure that such interest will not become
subject to taxation under the Code.
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(b) From and after February 1, 1991, the Finance
Director shall ascertain each time a deposit is made, the
amount on deposit in the sinking fund referred to in Section 3
hereof (including any amount held in escrow as referenced in
Section 5 hereof). If the amount on deposit therein ever
exceeds by more than 5727,500 the aggregate amount of principal
and interest due and payable on the Bonds through the next
following February 1, such excess shall either (i) not be
invested except at a yield less :han or equal to the yield on
the Bonds, based upon their amounts, maturities and interest
rates on their date of issue, computed by the actuarial method,
or (ii) be used to prepay and redeem Bonds. The City reserves
the right to amend the provisions of this Section 10(b) at any
time, whether prior to or after the delivery of the Bonds, if
and to the extent that this Council determines that the
provisions of this Section 10(b) are not necessary in order to
assure that the Bonds are not arbitrage bonds under Section
103(c) of the Code and the applicable regulations.
(c) The Mayor and the City Clerk being the officers
of the City charged with the responsibility for issuing the
Bonds pursuant to this resolution, are authorized and directed
to execute and deliver to the purchaser a certification in
order to satisfy the provisions of Section 103(c) of the Code
and the regulations promulgated thereunder.
Passed: September 11, 1984
Attest
Mayor
City Coordinator/Acting City Clerk
Published--1D-4-84 -14-
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