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87-7328R102 RESOLUTION N0. 7328 A RESOLUTION AWARDING THE SALE OF $1,080,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1987; 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 Richfield, Hennepin County, Minnesota, (City) as follows: Section 1. Sale of Bonds. I.O1. The bid of Piper Jaffrav & Hopwood (Purchaser) to purchase $1,080,000 General Obligation Improvement Bonds of 1987 (Bonds) of the City described in the Official Notice of Sale thereof is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice of. sale and shall be and is hereby accepted, such bid being to purchase the Bonds at a price of $ 1,063,044 pies accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 1989 4 • 7 S % 1999 6.60 1990 S . 00% 2000 6 . 70% 1991 5.20% 2001 6.80% 1992 5. 4 0% 2002 6. 9 0 1993 5 . 6 0 % 2003 7 . 00 1994 5 . 8 0 % 2004 7 . 10 1995 6.00% 2005 7 , 20% 1996 6 . 15 % 2006 7 , 2 5 % 1997 6.25% 2007 7.25% 1998 6. 4 0% 2008 7. 2 5 Net effective interest rate• 6.8621% 1.02. The sum of $ 1,9 4 4 being the amount bid by the Purchaser in excess of $1,061,100 shall be credited to the Debt Service Fund hereinafter created. The City Treasurer is directed to retain the good faith check of the Purchaser pending completion .of the sale and delivery of the Bonds, and to return the checks of the unsuccessful bidders forthwith. The Mayor and City Clerk are directed to execute a contract with the Purchaser on behalf of the City. -2- i.03. The City shall fc principal amount of $1,080,0( denomination of $5,000 each c R-1 upward, bearing interest serially on~February 1 in the thwith issue and sell the Bonds in the total originally dated September 1, 1987, in the any integral multiple thereof, numbered No. is above set forth, and which Bonds mature ears and amounts as follows: Year Amount Year Amount 1989 $80,000 1999 $50,000 1990 75,00( 2000 50,000 1991 75,000 2001 50,000 1992 50,000 2002 50,000 1993 50,000 2003 50,000 1994 50,000 2004 50,000 1995 50,000 2005 50,000 1996 50,000, 2006 50,000 1997 50,000 2007 50,000 1998 50,0001 2008 50,000 1.04. Optional Redemotio~. The City may elect on February 1, 1997 and on any interest payment dat~l thereafter, to prepay Bonds maturing on or after February I, 1998. Redemption may be in whole or in part of the Bonds subject to prepayment. If re emption is in part, those Bonds remaining unpaid which have the latest m~turity date will be prepaid first. If only part of the Bonds having a common maturity date are called for prepayment the specific Bonds to be prepaid will be chosen by Iot by the Registrar. All prepayments shall be at a price of par plus accrued interest. Section 2. Registration and Pavment. 2.01. Registered Form. The Bonds shall be issued only in fully registered•form. The interest thereon and, upon surrender of each Bond, the principal amount thereof s~all be payable by check or draft issued by the Registrar described herein.) 2.02. Dates; Interest Payt the last interest payment date which interest on the Bond has unless (i) the date of authentic interest has been paid or made Bond shall be dated as of the d authentication is prior to the such Bond shall be dated as of t the Bonds shall be payable on ] mencing February 1, 1988, to the business on the fifteenth day o or not such day is a business da ent Dates. Each Bond shall be dated as of preceding the date of authentication to _ been paid or made available for payment, anon is an interest payment date to which available for payment, in which case such .te of authentication, or (ii) the date of `first interest payment date, in which case -e date of original issue. The interest on ebruary 1 and August I of each year, com- owner of record thereof as of the close of the immediately preceding month, whether 2.03. Registration. TheCity shall appoint, and shall maintain, a 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 shall be as follows: -3- (a) Register. The Registrar rate trust office a bond register ~ for the registration pf ownership transfers and exchanges of Bonds ferred or exchanged. shall keep at its principal corpo- z which the Registrar shall provide of Bonds and the registration of entitled to be registered, trans- (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) Imnroo_er or Unauthorized Transfer. When any Bond is pre- sented 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 Charles. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffi- cient to reimburse the Registrar for any tax, fee or other govern- mental 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 - 4- Registrar shall deliver date and tenor in exchan~ of any such mutilated ~Bor such Bond destroyed, sto: able expenses and charge. and, in the case of a Bon the Registrar of eviden destroyed, stolen or los furnishing to the Regist form, substance and amours and the Registrar shall l dered to the Registrar st cancellation shall be give stolen or lost Bond has a in accordance with its tee Bond prior to payment. (i) Redemption. In redemption, notice thereo be given by the Registrar by first class mail (posy than 30 days prior to the owner of each Bond to be tration books kept by the the manner required by la tion or by mail to any re not affect the validity of All Bonds so called for r the specified redemptional Lion are on deposit with t 2.04. Appointment of Znit National City Bank Minnea The Mayor and the Clerk are autl the City, a contract with the the Registrar with another corF bank or trust company authori~ corporation shall be authorizec agrees to pay the reasonable anc services performed. The City ; upon 30 days' notice and upon t which event the predecessor Reg its possession to the success register to the successor Reg interest due date, without fur shall transmit to the Registrar principal and interest then due. 2.0.5. Execution, Authenti prepared under the direction of of the City by the signatures of signatures may be printed, en originals. In case any offices signature shall appear on the B new Bond of like amount, number, maturity and substitution for and upon cancellation i or in lieu of and in substitution for any ~n or Lost, upon the payment of the reason- of the Registrar in connection therewith; destroyed, stolen or lost, upon filing with e satisfactory to it that such Bond was :, and of the ownership thereof, and upon ar of an appropriate bond or indemnity in satisfactory to it, in which both the City named as obligees. All Bonds so surren- ill be cancelled by it and evidence of such n to the City. If the mutilated, destroyed, .ready matured or been called for redemption ns, it shall not be necessary to issue a new the event any of the Bonds are called for identifying the Bonds to be redeemed will by mailing a copy of the redemption notice age prepaid) not more than 60 and not less date fixed for redemption to the registered redeemed at the address shown on the regis- Registrar and by publishing said notice in r. Failure to give such notice by publica- ;istered owner, or any defect therein, will any proceeding for the redemption of Bonds. :demption will cease to bear interest after ite, provided that the funds for ,the redemp- ie place of payment at that time. sal Re istrar. The City hereby appoints ~0 1 bs Minnesota, as the initial Registrar. orized to execute and deliver, on behalf of .egistrar. Upon merger or consolidation of gyration, if the resulting corporation is a ed by law to conduct such business, such _ to act as successor Registrar. The City customary charges of the Registrar for the eserves the right to remove the Registrar ie appointment of a successor Registrar, in '.stray shall deliver a1I cash and Bonds in ~r Registrar and shall deliver the bond Lstrar. On or before each principal or :her order of this Council, the Treasurer moneys sufficient for the payment of all cation and Delivery. The Bonds shall be the Clerk and shall be executed on behalf the Mayor and the Clerk, provided that all graved or lithographed facsimiles of the whose signature or a facsimile of whose onds shall cease to be such officer before -5- the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained. in office until delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentica- tion 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 exe- cuted certificate of authentication on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolu- tion. When the Bonds have been so prepared, .executed and authenticated, the Treasurer 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 the Purchaser shall not be obligated to see to the application of the purchase price. 2.Ob TemDOrarv 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 shall be exchanged therefor and cancelled. Section 3. Form of the Bonds. 3.01. The Bonds shall be printed in substantially the following form: jFace of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION IMPROVEMENT BOND OF 1987 Date of Rate Maturity Original Issue CUSIP No. R September 1, 1987 The City of Richfield, 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 or registered assigns, the principal sum of ~ on the maturity date specified above with interest thereon from the date hereof at the annual rate specified above, payable February i and August 1 in each year, com- mencing February I, 1988, to the person in whose name this Bond is regis- tered at the close of business on the fifteenth day (whether or not a -6- business day) of the immediate upon presentation and surrende lawful money of the United Transfer Agent .and Authentica~ the Resolution described here principal and interest as the and credit and taxing powers cably pledged. The City may elect on Februa~ thereafter, to prepay Bonds of 1998. Redemption may be in prepayment. If redemption is have the latest maturity date Bonds having a common maturity Bonds to be prepaid will be c ments shall be at a price of p~ ty preceding month. The interest hereon and, r hereof, the principal hereof are payable in States of America by check or draft by Minnesota, as Bond Registrar, Paying Agent, ing Agent, or its designated successor under .n. _For the prompt and full payment of such same respectively become due, the full faith ~f the City have been and are hereby irrevo- y 1, 1997 and on any interest payment date this issue maturing on or after February 1, whole or in part of the Bonds subject to in part, those Bonds remaining unpaid which will be prepaid first. If only part of the date are called for prepayment the specific zosen by lot by the Registrar. All prepay- r plus accrued interest. The City Council has designated the Bonds as "qualified tax exempt obligations within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986 (the Code)I and within the $10 million limit allowed by the Code for the calendar year of issue. Additional provisions of bihis 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. ~i This Bond shall not be va~.id or become obligatory for any purpose or be entitled to any security Iior benefit under the Resolution until the Certificate of Authentication HI_ereon shall have been executed by the Bond Registrar by manual signature o~t one of its authorized representatives. IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of th~ Mayor and City Clerk and has caused this Bond to be dated as of the date,, set forth below. Dated: CITY OF RICHFIELD, MINNESOTA (facsimile) ', {facsimile) City Clerk ', Mayor ~~ CERTZFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. By Authorized Representative -7- [Reverse of the Bond) This Bond is one of an issue in the aggregate principal amount of $1,080,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege and interest rate, issued. pursuant to a resolution adopted by the City Council on August 24, 1987 (the Resolution), for the purpose of providing money to defray the expenses incurred and to be incurred in making local improvements, pursuant to and in full conformi- ty with the City's home rule charter, 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 thereby, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred_ The full faith and credit of the City is irrevocably pledged for payment of this Bond, and the City Council has obligated-itself 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 of single maturities. 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 the owner's 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 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 and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this _ Bond is overdue or not, for the purpose of receiving payment and for ail other purposes, and neither the City nor the Bond Registrar shall 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 City's home rule charter and 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 cai.~se the indebtedness of the City to exceed any charter, constitutional or statutory limitation of indebtedness. -8- (Form of certificate to following a full copy of the be printed on the reverse side of each Bond, .egal 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 Richf ie1d, Minnesota, which includes the within Bond, dated as of the date of delivery of and payment for the Bonds. (Facsimile Signature) City Clerk 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 ~aws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants wit right of survivorshi not as tenants in co Additional abbreviat above list. GIFT MIN ACT Custodian (Gust) (Minor) under Uniform Gifts or Transfers to Minors and Ac t on (State) may also be used though not in the I ASSIG~Ii~NT For value received, '', the undersigned hereby sells, assigns and transfers unto thle 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 powe~lr of substitution in the premises. Dated: Notice: The assigno'z's signature to this assignment must correspond faith the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. -9- 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. Name and Address: (Include information for ail joint owners if this Bond is held by joint account) Please insert social security or other identifying number of assignee 3.02. The Clerk shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Professional Association, Minneapolis, Minnesota, which shall be complete except as to dating thereof and shall cause the opinion to be printed on each Bond, together with a certificate to be signed by the facsimile signature of the Clerk in substantially the form set forth in the form of Bond. The Clerk is hereby authorized and directed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City offices. Section 4. Security: Payment: Pledges and Covenants. 4.01. The Bonds shall be payable from the Improvement Bonds of 1987 Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of any general taxes hereinafter levied {Taxes), and special assessments (Assessments) to be levied for the improvements (Improvements) financed by the Bonds are hereby pledged to the Debt Service Fund. If any payment of principal or interest on the Bonds shall become due when there is not sufficient money in the Debt Service Fund to pay the same, the Treasurer shall pay such principal or interest from the general fund of the City and the general fund may be reimbursed for such advances out of proceeds of Assessments for the Improvements when collected. 4,02, It is hereby 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 Improvements to be promptly levied so that the first installment will be collectible not later than 1988 and will 10- take all steps neces~ the levy of the Asses Council shall cause relative to the maki. financed hereby to b. required for the cons wholly or partly from final and valid levy tion of any other fund thereon when due. iry to assure prompt collection, and ments is hereby authorized. The City ill further actions and proceedings g and financing of the Improvements taken with due diligence that are ruction of each Improvement financed he proceeds of the Bonds, and for the f the Assessments and the appropria- needed to pay the Bonds and interest (b} In the event 'I of any current or anticipated defi- ciency in the Assessments, the City Council will levy ad valorem taxes in the mount of said current or anticipated deficiency. (c) The City will'keep complete and accurate books and records showing: all r!ieceipts and disbursements in connec- tion with the Improvements, Assessments levied therefor and other funds appropriated for their payment, all collections thereof and disbursemeni~~s therefrom, moneys on hand and, the balance of unpaid Assess;4nents. (d) The City will audited at least annua: audit reports to any int 4.03. It is hereby determ Assessments and interest thereon excess of the amount needed to m~ payments on the Bonds and that n City Clerk is directed to file a c Director of Property Taxation certificate required by Minnesota Section 5. Authenticat 5.01. The officers of the Cit prepare and furnish to the Purcha, Bonds, certified copies of proceedi the Bonds and to the financial coed other certificates, affidavits and the facts within their knowledge o their custody and under their contrc ability of the Bonds and such. inst nished, shall be deemed representatj therein. cause its books and records to be .y and will furnish copies of such rested person upon request. ned that the estimated collections of will produce at least five percent in :t when due, the principal and interest tax levy is needed at this time. The rtified copy of this resolution with the of Hennepin County, and obtain the tatutes, section 475.63, of Transcript. y are hereby authorized and directed to :er and to the attorneys approving the igs and records of the City relating to ition and .affairs of the City, and such transcripts as may be required to show ' as shown by the books and records in 1, relating to the validity and market- ruments, including any heretofore fur- ons of the City as to the facts stated 5.02. The Mayor and City Clerk certify that they have examined the lated ih connection with the issuance best of their knowledge and belief ; rate representation of the facts and date of the Official Statement. are hereby authorized and directed to Official Statement prepared and circu- s and sale of the Bonds and that to the paid statement is a complete and accu- representations made therein as of the -11- Sec. 6. Special Tax Covenant. 6.01. {a) 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 orsagents 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 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 appli- cable to the Bonds. (b) 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 investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued in calendar year 1987) exceed the small-issuer exception amount of $5,000,000. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby finds, deter- mines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds issued by the City (and alI 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, all within the meaning of Section i48(f)(4)(C) of the Code. 6.02. 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 i41 through ISO of the Code. b.03. In order to qualify the Bonds as "qualified tax-exempt obliga- tions" within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 14i 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 SO1(c)(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 1987 will not exceed $10,000,000; and -12- (d) not more than $ during calendar year 1987 265(b)(3) of the Code. 0,000,000 of obligations issued by the City have been designated for purposes of Section The City shall use its best ef'~forts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this section. 6.04. For purposes of Section 14I(b)(9) of the Code, the City hereby elects to treat that portionof the proceeds of the Bonds which will finance a fire suppression system for the Academy of the Holy Angels {"Private Portion") as "qualified SO1(c)(3) bonds" within the meaning of Section 145 of the Code. In conjunction therewith, the City makes the following factual statements and representations: (a) the weighted average maturity of the Bonds (10.28 years) does not exceed 1207 of the weighted average useful life of the fire suppression system finan ed by the Private Portion of the Bonds ( g years) as deter~ined in accordance with Section 147{b) of the Code; ', (b) the City Council will hold a public hearing on the project financed by the Private Portion of the Bonds on Monday, September 14, 1987 in accordance with S ction 147(f) of the Code, and delivery of the Bonds will not take place until after the public hearing is held; (c) for purposes of Section 148 of the Code, the City will rebate to the U.S. Treasurly excess investment earnings on the Private Portion of the Bonds and the Private Portion of the Bonds will not qualify under the small ' issuer exception to the arbitrage rebate requirements; and (d) costs of issuance relating to the Private Portion will not exceed 27 of the proceeds (within the meaning of the Code) of the Private Portion. Passed by the City Council of tihe City of Ri ~hfield, day of August, 1987. r1 ~~ , Hamil;~on; ayor sota this 24th