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1990-044 , ., \ 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. 90-44 A RESOLUTION A WARDING THE SALE OF $380,000 GENERAL OBLIGATION CAPITAL NOTES, SERIES 1990 FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVER Y; 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 Notes. 1.01. The bid of (Purchaser) to purchase $380,000 General Obligation Capital Notes, Series 1990, 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 Notes at a price of $ plus accrued interest to date of delivery, for Notes bearing interest to maturity at the rate of %. Net effective interest rate: 1.02. The sum of $ being the amount bid by the Purchaser in excess of $377,720 is credited to the Debt Service Fund hereinafter created. The CityFinance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Notes, 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. 1.03. The City shall forthwith issue and sell the Notes in the total principal amount of $380,000, originally dated March 21, 1990, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on February 1, 1992, WIthout option of prior payment. Section 2. RegistratIOn and Payment. 2.01. Re~stered Form. The Notes shall be issued only in fully registered form. The interest thereon and, upon surrender of each Note, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Note will be dated as of the last interest payment date preceding the date of authentication to which interest on the Note has been paid or made available for payment, unless (j) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Note shall be dated as of the date of authentication, or (ij) the date of authentication is prior to the first interest payment date, in which case such Note will be dated as of the date of original issue. The interest on the Notes 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 immedi- ately preceding month, whether or not such day is a business day. 2.03. Registration. 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) Register. The Registrar must keep at Its prIncipal corporate trust office a bond regIster In which the Registrar provides for the regIstration of ownershIp of Notes and the registratIOn of transfers and exchanges of Notes entitled to be regIstered, transferred or exchanged. (b) Transfer of Notes. Upon surrender for transfer of a Note 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 Notes 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 Notes. When Notes are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Notes of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in wrIting. (d) Cancellation. Notes 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 Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the Note until the Registrar is satisfied that the endorsement on the Note 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 Note is registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note 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 Note to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For a transfer or exchange of Notes, 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 Notes. If a Note becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Note of like amount, number, maturity date and tenor In exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and In substitutIOn for any Note 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 Note destroyed, stolen or lost, upon filing wIth the Registrar of eVIdence satIsfactory to It that the Note 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. Notes 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 Note has already matured or been called for redemption In accordance with its terms it is not necessary to Issue a new Note prIor to payment. 2.04. Appointment of Imtial Registrar. The City appoints Bankers Trust Company, Des Moines, Iowa, as the imtial 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 Notes 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 Notes 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 Notes ceases to be such officer before the delivery of any Note, 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 Note 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 Note has been duly executed by the manual signature of an authorIzed representative of the Registrar. Certificates of authentication on different Notes need not be signed by the same representative. The executed certificate of authentication on each Note is conclusive evidence that It has been authenticated and delivered under this Resolution. When the Notes 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 Notes. The City may elect to deliver in lieu of printed definitive Notes one or more typewritten temporary Notes 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 Notes the temporary Notes will be exchanged therefor and cancelled. Section 3. Form of Note. 3.01. The Notes will be prInted in substantially the follOWIng form: [Face of the Note] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION CAPITAL NOTES, SERIES 1990 Rate Maturity Date of OrIginal Issue CUSIP % February 1, 1992 March 21, 1990 No. $ The City of Hopkins, Minnesota, a duly organized and existing municipal corpora- tion 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 without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, com- mencing August 1, 1990, to the person In whose name this Note is registered at the close of business on the fifteenth day (whether or not a business day) of the immedi- ately 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 Note Registrar, Paying Agent, Transfer Agent and Authenticating 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. The City Council has designated the Notes as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. Additional provisions of this Note 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 Note 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 Note Registrar by manual signature of one of its authorIzed representatives. fN WITNESS WHEREOF, the CIty of Hopkins, Hennepin County, Minnesota, by Its City Council, has caused thIS Note to be executed on its behalf by the facsimile signatures of the Mayor and City ~anager and has caused this Note to be dated as of the date set forth below. Dated: CITY OF HOPKINS, MINNESOTA (facsimIle) City Manager (facsimIle) VIayor CERTIFICATE OF AUTHENTICATION This is one of the Notes delivered pursuant to the Resolution mentioned within. BANKERS TRUST COMPANY By Authorized Representative [Reverse of the Note] This Note is one of an issue in the aggregate principal amount of $380,000 all of like original issue date and tenor, except as to number, maturity date, denomination, 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 defray expenses incurred or to be incurred in purchasing various items of capital equipment, 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, Section 412.301 and the principal hereof and interest hereon are payable prImarily from ad valorem taxes, 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 Note and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency, which taxes may be levied without limItation as to rate or amount. The Notes of this series are issued only as fully registered Notes 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 Note is transferable upon the books of the City at the principal office of the Note 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 Note Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Notes of other authorized denominations. Upon such transfer or exchange the City will cause a new Note or Notes 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 Note Registrar may deem and treat the person in whose name this Note IS registered as the absolute owner hereof, whether this Note is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Note 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 Note 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 Note 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 Note, 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 Notes of the City of Hopkins, Minnesota, which includes the within Note, dated as of the date of delivery of and payment for the Notes. . (Facsimile Signature) City Clerk The following abbreviations, when used in the inscription on the face of this Note, 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 (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors JT TEN -- as joint tenants with right of survivorship and Act. . . . . . . . . . . . . not as tenants in common (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 Note and all rIghts thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the books kept for registration of the WIthin Note, 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 Note 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 Note Registrar will not effect transfer of this Note unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Note IS held by joint account.) Please insert social security or other identifying number of 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 to cause the opinion to be printed on each Note, together with a certificate to be signed by the facsimile SIgnature of the Clerk in substantially the form set forth in the form of Note. The Clerk is hereby 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: Pledges and Covenants. 4.01. The Notes shall be payable from the General Obligation Capital Notes, Series 1990 Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of the ad valorem taxes heremafter levied are pledged to the Debt Service Fund. If any payment of prIncIpal or Interest on the Notes becomes due when there is not sufficient money in the Debt SerVIce Fund to pay the same, the Finance DIrector WIll pay such principal or interest from the general fund of the City, and the general fund may be reimbursed for such advances out of the proceeds of the taxes levied by this resolution when collected. There IS approprIated to the Debt Service Fund (i) all capitalized interest financed from Note proceeds, if any, (ii) any amount over the mInimum purchase prIce of the Notes paid by the Purchaser and (Hi) all accrued interest paid by the Purchaser upon closmg and delivery of the Notes. 4.02. For the purpose of paymg the principal of and interest on the Notes, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax shall be credited to the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year of levy for collection the following year): Year ~ Year Levy (See Attachment A) 4.03. It is determIned that the estimated collection of the foregoing taxes will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Notes. The tax levy herein provided IS irrepealable until all of the Notes are paid, provided that the City Clerk may annually, at the time the City makes its tax levies, certify to the Director of Property Taxation the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Director of Property Taxation will thereupon reduce the levy collectible during that year by the amount so certified. 4.04. The City Clerk IS authorized and directed to file a certified copy of this resolution with the Director of Property Taxation and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Authentication of Transcript. 5.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Notes, certified copies of proceedings and records of the City relating to the Notes and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Notes and such instruments, including any heretofore furnished, shall be deemed representations of the City as to the facts stated therein. 5.02. The Mayor, City Manager and City Finance Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Notes and that to the best of their knowledge and belief the Official Statement is a complete and accurate repre- sentation of the facts and representations made therein as of the date of the Official Statement. Section 6. Tax Covenant. 6.01. The City covenants and agrees with the holders from time to time of the Notes 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 Notes 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 applicable to the Notes. 6.02. (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 Notes under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Notes, and the rebate of excess investment earnings to the United States if the Notes (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 Notes 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. 6.03. The City further covenants not to use the proceeds of the Notes or to cause or permit them or any of them to be used, in such a manner as to cause the Notes to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. In order to qualify the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Notes are not "private activity bonds" as defined in Section 141 of the Code; (b) the City designates the Notes 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. 6.05. The City will use its best efforts to comply with any federal procedural requirements which may apply In order to effectuate the designations made by this section. 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, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of mInutes of a regular meeting of the City Council of the City held on Tuesday, March 6, 1990, with the origmal 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 $380,000 General Obligation Capital Notes, 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) STATE OF MINNESOTA COUNTY OF HENNEPIN DIRECTOR OF PROPERTY TAXATION'S CERTIFICATE AS TO TAX LEVY AND REGISTRA TION I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of Hopkins, Minnesota, on Tuesday, March 6, 1990, levying taxes for the payment of $380,000 General Obligation Capital Notes, Series 1990, of said municipality dated March 21, 1990, has been filed in my office and said Notes have been entered on the register of obligations in my office and that such tax has been levied as required by law. WITNESS My hand and official seal this _ day of March, 1990. Director of Property Taxation Hennepin County, Minnesota (SEAL) By Deputy - 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 redemp- tion, 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 registration books kept by the Registrar 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 Registrar. The City appoints , , Minnesota, 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 City Clerk and executed on behalf of the City by the signatures of the Mayor and the City 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 5 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 TAXABLE GENERAL OBLIGATION REDEVELOPMENT BOND, SERIES 1990 Rate Maturity Date of Ori~nallssue CUSIP March 1, 1990 No. R- $ The City of Hopkins, Minnesota, a duly organized and existing municipal corpora- tion 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 without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, com- mencing 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 immedi- ately 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 , Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating 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. The City may elect on February 1, 1993, and on any interest payment date thereafter, to prepay Bonds of this issue 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. [f 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. 6 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 be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of 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 Mayor (facsim ile) CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. . By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate principal amount of $2,875,000 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 aid in financing public redevelopment costs of a Redevelopment Project (Project) in the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174 through 469.179, the Minnesota Tax Increment Financing Act, and Minnesota Statutes, Sections 469.001 through 469.047 and the City's home rule charter, and the principal hereof and interest hereon are payable primarily from tax increments resulting from increases in taxable valuation of real property in the Tax Increment Financing District (TIF District) within the Project 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 of 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 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 7 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 all other purposes, and neither the City nor the Bond Registrar will 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 oplOlon 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 8 . . 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 Custodian (Cust) (Minor) 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 (State) Act . . . . . . . . . . . . . Additional abbreviations may also be used though not in the above list. ASSIG NMENT 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 information concerning the assignee requested below IS provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) 9 Please insert social security or other identifying number of assignee 3.02. The City is directed to obtain a copy of the proposed approv- ing legal opinion of Holmes &: Graven, Chartered, Minneapolis, Minnesota, which is to 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 City Clerk in substantially the form set forth in the form of Bond. The City Clerk is 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. Payment: Security. 4.01. The Bonds are payable from the Taxable General Obligation Redevelopment Bonds, Series 1990 Debt Service Fund (Debt Service Fund) hereby created, and all tax increments (Tax [ncrements) received by the City from the Tax Increment Financing District (TIF District) within the Redevelopment Project (Project) in which the activity financed by the Bonds is located, pursuant to the Tax Increment Agreement, dated November 7, 1989, between the City and the Housing and Redevelopment Authority of the City of Hopkins, are 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 Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of Tax Increments when received. There is hereby appropriated to the Debt Service Fund all capitalized interest financed from Bond proceeds, if any, any amount over the minimum purchase price of the Bonds paid by the Purchaser and all accrued interest paid by the Purchaser upon closing and delivery of the Bonds. 4.02. It is hereby determined that the estimated collection of Tax Increments for 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 City Clerk is authorized and directed to file a certified copy of this resolution with the Director of Property Taxation of Hennepin County and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Authentication of Transcript. 5.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial' condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 10 5.02. The Mayor and City Manager are hereby authorized and directed to certify that they hay 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. 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. 11 STATE OF MINNESOTA) ) COUNTY OF HENNEPIN ) SS. ) CITY OF HOPKINS ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Hopkins, Hennepin County, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on 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 $2,875,000 Taxable General Obligation Redevelopment Bonds, Series 1990 of the City. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of , 1990. c:::<' Clerk ty of Hopkins, Minnesota ( SEAL) 12 . .I ST A TE OF MINNESOTA COUNTY OF HENNEPIN mucroR~PWU~YnUTIon CERTIFICA TE AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Hopkins, Minnesota, on Tuesday, March 6, 1990, relating to Taxable General Obligation Redevelopment Bonds, Series 1990, in the amount of $2,875,000, dated March 1, 1990, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this _ day of March, 1990. Director of Property Taxation Hennepin County, Minnesota (SEAL) By Deputy HPllO-24 J ST A TE OF MINNESOTA COUNTY OF HENNEPIN DIRECTOR OF PROPERTY TAXATION'S CERTIFICA TE AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Hopkins, Minnesota, on Tuesday, March 6, 1990, relating to Taxable General Obligation Redevelopment Bonds, Series 1990, in the amount of $2,875,000, dated March 1, 1990, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this _ day of March, 1990. Director of Property Taxation Hennepin County, Minnesota (SEAL) By Deputy HPllO-24 STATE OF MINNESOTA COUNTY OF HENNEPIN DIRECTOR OF PROPERTY TAXATION'S CERTIFICA TE AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Director of Property Taxation of Hennepin County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Hopkins, Minnesota, on Tuesday, March 6, 1990, relating to Taxable General Obligation Redevelopment Bonds, Series 1990, in the amount of $2,875,000, dated March 1, 1990, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this _ day of March, 1990. Director of Property Taxation Hennepin County, Minnesota (SEAL) By Deputy HPllO-24 . ~ ". 4 . ,. 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 $1,330,OOO,-.Q~neral Obligation Redevelopment Refunding 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 published 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: