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1990-041 . , .. After due consideration of the bids, Member then introduced the following written resolution and moved its adoption the reading of which had been dispensed with by unanimous consent: RESOLUTION NO. 90-41 A RESOLUTION AWARDING THE SALE OF $2,875,000 TAXABLE GENERAL OBLIGATION REDEVELOPMENT BONDS, SERIES 1990; 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 Hopkins, Hennepin County, Minnesota (City) as follows: Section 1. Sale of Bonds. 1.01. The bid of (Purchaser) to purchase $2,875,000 Taxable General Obligation Redevelopment Bonds, Series 1990 (Bonds) of the City described in the Official Terms of Offering thereof is found and determined to be the highest and best bid received pursuant to duly advertised notice of sale and is accepted, the bid being to purchase the Bonds at a price of $ plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year of Maturity Interest Rate Year of Maturity Interest Rate 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002 2003 2004 2005 2006 Net effective interest rate: 1.02. The sum of $ being the amount bid by the Purchaser in excesSr of $2,831,875 will be credited to the Debt Service Fund hereinafter created. The City Finance Director is directed to retain the good faith check of the Purchaser pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful bidders forthwith. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 2 1.03. The City will forthwith issue and sell the Bonds in the total principal amount of $2,875,000, originally dated March 1, 1990, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-l, upward, bearing mterest as above set forth, and which mature serially on February 1 in the years and amounts as follows: Year Amount Year Amount 1991 $ 90,000 1999 $185,000 1992 100,000 2000 200,000 1993 110,000 2001 220,000 1994 120,000 2002 235,000 1995 130,000 2003 260,000 1996 140,000 2004 280,000 1997 155,000 2005 305,000 1998 170,000 2006 175,000 1.04. Optional Redemption. The City may elect on February 1, 1993 and on any interest payment date thereafter to prepay Bonds maturing on or after February 1, 1994. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity 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 lot by the Registrar. All payments will be at a price of par plus accrued interest. Section 2. Reg:istration and Payment. 2.01. Reg:istered Form. The Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will 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 the first interest payment date, in which case such Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 1990, to the owner of record thereof as of the close of business on the fifteenth day of the i m medi- ately preceding month, whether or not such day is a business day. 2.03. Reg:istration. The City will 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 are as follows: (a) Reg:ister. The Registrar must keep at its principal corporate trust 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. 3 (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 registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) ExchanR'e 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 exchange 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 the 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. (g) Taxes, Fees and Charg:es. 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 4 (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) Exchang-e 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, 10 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 aCQount of, the principal of and interest on the 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 su ms so paid. (g) Taxes, Fees and Charg:es. 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 any 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 re- demption, 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 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the reglstration 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. 2.04. Appointment of Initial Reg-istrar. The City appoints Bankers Trust Company, Des Moines, Iowa, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the 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 IS 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 30 days' notice and upon the appointment of a successor Registrar, In which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the Clerk and executed on behalf of the City by the signatures of the Mayor and the Manager, 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 Finance Director shall deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. 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 3. Form of Bond. 3.01. 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 HOPKINS GENERAL OBLIGATION REDEVELOPMENT REFUNDING BOND, SERIES 1990 Rate Maturity Date of Orig:inal Issue CUSIP March 1, 1990 No. R- $ The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received 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 1 and August 1 in each year, commencing August 1, 1990, 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. 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 Bankers Trust Company, Des Moines, Iowa, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated succes- sor 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. The City may elect on February 1, 1998, and on any interest payment date thereafter, to prepay Bonds of this issue maturmg on or after February 1, 1999. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, those Bonds remaining unpaid which have the latest maturity 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 lot by the Registrar. All prepayments shall be at a price of par plus accrued Interest. 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 withm 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 such provisions for all purposes have the same effect as though fully set forth in this place. This Bond is not valid or obligatory for any purpose or 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 Hopkins, 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 Manager and has caused this Bond to be dated as of the date set forth below. Dated: CITY OF HOPKINS, MINNESOTA (facsimile) City Manager (facsimile) Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BANKERS TRUST COMPANY By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $1,330,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on March 6, 1990 (the Resolution), for the purpose of providing money to refund in advance of maturity of the outstanding principal amount of certain general obligation bonds of the City, pursuant to and In full conformity with the Constitution and laws of the State of Minnesota, and the City's home rule charter, including Minnesota Statutes, Sections 475.67, SubdivislOns 4 through 12, and Chapter 475, and the principal hereof and interest hereon are payable primarily from increases in the taxable value of real property 10 a project area In a redevelopment district in the City 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 are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax increments 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 denomlOations of $5,000 or any IOtegral 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 purggse 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. 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 and the City's home rule charter 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, statutory or charter 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 Hopkins, 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 laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT (Cust) (Minor) Custodian TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors JT TEN -- as joint tenants with right of survivorship and not as tenants in common 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.) Please insert social securitl or other identifying number 0 assignee 3.02. The City Clerk is authorized and 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 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 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 4. Payment: Security: Pledg-es and Covenants. 4.01. (a) The Bonds are payable from the General Obligation Redevelopment Refunding Bonds, Series 1990 Debt Service Fund (Debt Service Fund) hereby created, and the increases in the taxable value of real property in a Tax Increment Financing District project area in a redevelopment district in the City (tax increments) are hereby pledged to the Debt Service Fund. (b) The debt service fund (but not the constructIon fund), if any, heretofore established for the Refunded Bonds is terminated, and all monies therein are hereby transferred to the Debt Service Fund herein created; provided, however, that the Finance Director is hereby authorized and directed to transfer from said Debt Service Fund those amounts determined by actuarial calculation at the time of delivery of the Bonds to be necessary to properly fund the Escrow Account established by Section 5 of this resolution. 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 Finance Director shall pay such principal or interest from the general fund of the City, and the general fund shall be reimbursed for such advances out of the proceeds of tax increments when collected. 4.02. It is determined that estimated collection of tax increments for the payment of principal and interest on 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. 4.03. The Clerk is directed to file a certified copy of this resolution with the Director of Property Taxation and to obtain the certificate required by Minnesota Statutues, Section 475.63. 4.04. It is hereby determined that upon the deposit of Proceeds and Funds (as hereinafter defined) in the Escrow Account (as hereinafter defined) that an irrevocable appropriation to the debt serVIce fund for the Refunded Bonds shall have been made within the meaning of Section 475.61, Subdivision 3 of Minnesota Statutes, as amended, and the Clerk is hereby authorized and directed to certify such fact to and request the Director of Property Taxation to cancel any and all tax levies made by the resolution authorizing and approving the Refunded Bonds. 4.05. Prior Resolution Pledges. The pledges and covenants of the City made by the resolution awarding the sale of the Refunded Bonds (Prior Resolution) relating to increases in the taxable value of real property in a project area are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions of this resolution. Section 5. Refunding: Findings: Redemption of Refunded Bonds. 5.01. It is hereby found and determined that based upon information presently available from the City's financial advisers, the issuance of the Bonds will result in extending the average life of the maturities of the Bonds at least three years over the average hfe of the maturities of the Refunded Bonds as required by Minnesota Statutes, Section 475.67, Subdivision 12. 5.02. As of the date of delivery of and payment for the Bonds the proceeds of the Bonds (Proceeds), in the amount of $ together with other funds (Funds) in the amount of $ are hereby appropriated for such purpose as shall be necessary to pay the principal of, interest on and redemption premium (if any) on the Refunded Bonds to their maturity or the date on which they are called for redemption, whichever date is earlier, less necessary expenses of the issuance of the Bonds and less any amount of Proceeds in excess of $ required to be deposited in the Debt Service Fund, are hereby pledged and appropriated and shall be deposited in an escrow account (Escrow Account) with , Minnesota, a suitable financial institution within the state, whose deposits are insured by the Federal Deposit Insurance Corporation, whose combined capital and surplus is not less than $500,000 and said financial institution is hereby designated escrow agent (Escrow Agent) for such funds. The Proceeds and Funds shall be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as shall be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Account, to pay when due the interest to accrue on each of the Refunded Bonds at maturity or on the date on which it is called as herein provided and to pay the principal amount of each such obligation at maturity or on the date on which it has been called for redemption and to pay any premium required for redemption on such date. The monies in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that if any surplus shall remain in the Escrow Account after all of the Refunded Bonds and interest (and any premium) thereon are paid, then such balance shall be transferred to the City. 5.03. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or Indirectly to acqUIre higher YIelding investments, except (i) for a reasonable temporary period until mch proceeds are needed for the purpose for which the Bonds were issued, and (ii) in addition to the above, in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time held In the Debt Service Fund (or any other City account which will be used to pay principal and interest to become due on the Bonds) in excess of amounts which under the applicable federal arbitrage regulations may be Invested without regard as to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by the arbitrage regulations on such investments after taking into account any applicable temporary periods or minor portion made available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be federally guaranteed within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the Code). 5.04. It is hereby found and determined that the Proceeds and Funds available and appropriated to the Escrow Account will be sufficient, together with the permitted earnings on the investment of the Escrow Account, to pay at maturity or redemption all of the principal of, interest on and redemption premium (if any) on the Refunded Bonds. 5.05. Securities purchased from the monies in the Escrow Account shall be limited to securities specified in Section 475.67, Subdivision 8 of the Act. Securities purchased for the Escrow Account shall be purchased simultaneously with the delivery of and payment for the Bonds. The Mayor and Manager are authorized and directed to purchase such securities. 5.06. The Refunded Bonds maturing on February 1, 1991, and thereafter shall be redeemed and prepaid on August 1, 1990. The Refunded Bonds shall be redeemed and prepaid in accordance with their terms and In accordance with the terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as Attachment A which terms and conditions are hereby approved and incorporated herein by reference. The City Clerk is hereby authorized and directed to forthwith publish the Notice of Call for Redemption in a publication qualified under Section 475.54 of the Act and to send written notices of call to the paying agent for the Refunded Bonds, provided that published notice alone shall be effective. 5.07. General Oblig:ation Pledg:e. For the prompt and full payment of the prinCipal and interest on the Bonds, as the same respectIvely become due, the full faith, credit and taxing powers of the City shall be and are hereby Irrevocably pledged. If the balance in the Escrow Account or Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Escrow Account or Debt Service Account when a sufficient balance is available thereIn. 5.08. Escrow Al;l'eement. On or prior to the delivery of the Refunding Bonds, the Mayor and the Manager are hereby authorized and directed to execute on behalf of the City an escrow agreement (Escrow Agreement) wlth the Escrow Agent in substantially the form now on file wlth the Clerk. All essential terms and conditIOns of the Escrow Agreement, including payment by the City of reasonable charges for the services of the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. 5.09. Defeasance. When all Bonds and all interest thereon, have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds shall cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds shall remain in full force and effect. The City may discharge all 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; 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 to the date of such deposit. The City may also at any time discharge and defease the Bonds in their entirety by complying with the provisions of Section 475.67 of Minnesota Statutes, except that the funds deposited in escrow in accordance with said provisions may (to the extent permitted by law) but need not be, in whole or in part, proceeds of bonds as therein provided without the consent of any Bondholders. 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 10 their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 6.02. The Mayor, City Manager and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation 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 tlme 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 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 lDvestments, 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 1990) 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 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, all 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 follow-ing 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(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 1990 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 1990 have been designated for purposes of Section 265(b)(3) of the Code. 7.05. The City shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. The motion for the adoption of the foregOIng resolution was duly seconded by Member , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN )SS. ) CITY OF HOPKINS ) I, the undersigned, being the duly qualified and acting Clerk of the City of Hopkins, Hennepin County, :\1innesota, do hereby certify that I have carefully compared the attached and foregOIng extract of mmutes of a regular meeting of the City Council of the City held on Tuesday, March 6, 1990, 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 $1,330,000 General Obligation Redevelopment Refunding Bonds, Series 1990, of the City. WITNESS My hand officially as such Clerk and the corporate seal of the City this day of March, 1990. (SEAL) .. ATTACHMENT A NOTICE OF CALL FOR REDEMPTION $2,650,000 GENERAL OBLIGATION REDEVELOPMENT BONDS OF 1984 CITY OF HOPKINS HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Mmnesota, there have been called for redemption and prepayment on August 1, 1990 all outstanding bonds of the City designated as General Obligation Redevelopment Bonds of 1984, dated March 1, 1984, having stated maturity dates of February 1 in the years 1991 through 1994, both inclusive, totalling $1,275,000 in principal amount, and with the following CUSIP numbers: Year CUSIP 1991 1992 1993 1994 The bonds are being called at a price of par plus accrued interest to August 1, 1990, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called. for redemption are requested to present their bonds for payment at the main office of First Trust National Association, in the City of Saint Paul, Minnesota, successor to First National Bank of Minneapolis, Minneapolis, Minnesota, on or before August 1, 1990. Dated: March 6, 1990. BY ORDER OF THE CITY COUNCIL By Isl James Genellie City Clerk City of Hopkins, Minnesota Further Information: Evensen Dodge, Inc. 3800 Piper Tower Minneapolis, Minnesota 55402 Telephone: (612) 338-3535 j ~, Extract of Minutes of Meeting of the City Council of the City of Hopkins, Hennepin County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hopkins, Minnesota, was duly held in the City Hall in said City on Tuesday, March 6, 1990, commencing at 7:30 p.m. The following members were present: and the following were absent: The Mayor announced that the next order of business was consideration of the bids which had been received for the purchase of the City's $2,805,000 General Obligation Park and Recreational Facilities Bonds, Series 1990, as advertised for sale. The City Clerk presented affidavits showing publication of the notice of sale in the City's official newspaper and in Northwestern Financial Review, a financial paper pub- lished in Minneapolis, Minnesota, which affidavits were examined and found satisfactory and ordered placed on file. The City Clerk presented a tabulation of the bids which had been received in the manner specified in the Official Terms of Offering of the Bonds. The bids were as follows: