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1988-083 ~'J ,~ Extract of Minutes of Meeting of the City Council of the City of Hopkins Hennepin County, Minnesota Resolution No. 88-83 Pursuant to due call and notice thereof, a meeting of the City Council of the City of Hopkins, Hennepin County, Minnesota, was duly held in said City on September 20, 1988 at 7:30 o'clock P.M. The following members were present: and the following were absent: * * * * * * * * * The Mayor announced that the meeting was convened to approve and confirm the issuance of and awarding of sale of the City's General Obligation Capital Equipment Notes, Series 1988B (the "Notes"). Member Redepenning then introduced the following resolution and moved its adoption: RESOLUTION AWARDING SALE OF $265,000 GENERAL OBLIGATION CAPITAL EQUIPMENT NOTES, SERIES 1988B, FIXING FORM AND TERMS THEREOF AND LEVYING TAXES FOR THEIR PAYMENT RECITALS WHEREAS, Minnesota Statutes, Sections 410.32 and 412.301 authorize the City to issue notes to provide money for the purchase of public safety equipment, ambulance equipment, road construction or maintenance equipment, and other capital equipment having an expected useful life at least as long as the term of such notes, and ~ ' WHEREAS, The League of Minnesota Cities has endorsed the Minnesota Cities Capital Equipment Borrowing Program (the "Program") whereby participating cities, by simultaneously issuing their capital equipment notes, may be able to reduce their debt service and issuance costs below what could be achieved if they issued separately; and WHEREAS, The Program requires the execution and delivery of Certificates of Participation (the "Certificates of Participation" or "Certificates") evidencing proportionate interests in payments of principal and interest on certain notes issued by the participating cities (the "Cities") in connection with the Program, including the Notes described herein; and WHEREAS, The Program requires that the Cities enter into a Trust Agreement dated as of September 1, 1988 (the "Trust Agreement") with American National Bank and Trust Company, in St. Paul, Minnesota, as trustee ("Trustee"), in substantially the form presented to this Council and on file at the office of the City Clerk (the "Clerk"); and WHEREAS, the Notes to be executed by the City mature and bear interest and contain such other terms as are set forth in the Trust Agreement; and WHEREAS, the aggregate principal amount of Notes issued by the City shall not exceed $265,000; and WHEREAS, a City Council resolution determining to issue the Notes was published in the official newspaper of the City. BE IT RESOLVED, by the City Council of the City of Hopkins, Minnesota, as follows: THE NOTES 1.1. This Council finds that it is necessary and expedient to participate in the ~rogram and to simultaneously with other Cities issue its General Obligation Capital Equipment Notes, Series 1988B (the "Notes") in the aggregate principal amount of $265,000 and to authorize the execution of and delivery of Minnesota Cities Capital Equipment Borrowing Program Certiflcates of Participation, Series 1988B evidencing proportionate ownership interests in payments of principal and interest to be made by the City in connection with the Notes. 1.2. The offer of Piper, Jaffray and Hopwood Incorporated (the "Purchaser") to purchase the Notes, at a price of $262,374.54 plus accrued interest and on the terms set forth -2- " herein and in the Confirmation Form attached hereto as Exhibit A (the "Confirmation Form"), which was verbally accepted by the City Clerk pursuant to the Authorizing Resolution, is hereby determined to be a favorable offer therefor. The award of sale to said Purchaser is hereby approved, confirmed and ratified and the execution of the Confirmation Form by the Mayor and City Manager is hereby authorized and directed. 1.3. The Notes shall be substantially in the form and otherwise containing the provisions set forth in the form of the General Obligation Capital Equipment Notes, Series 1988B contained in the Trust Agreement, which terms and conditions are hereby approved and incorporated in this Resolution and made a part hereof. 1.4. The Notes are general obligations of the City to which the full faith, credit and unlimited taxing powers of the City have been and are hereby pledged. There is hereby created a separate debt service fund for the Notes, which shall be held by the Treasurer and used for no other purpose than to pay the principal of and interest on the notes, provided, that if any transfer is required to be made to the Debt Service Account held by the Trustee under the Trust Agreement when there is not sufficient money in said fund to pay the same, the Treasurer shall make such payment for principal and interest from the general fund of the City, and the general fund shall be reimbursed for such advances out of the proceeds of taxes levied pursuant hereto or other moneys appropriated by the City Councll for such purpose. For the purpose of paying the principal and interest on the Notes, there is hereby levied on all taxable property within the corporate limits of the City a general ad valorem tax in the years collectible and in the amounts provided as follows: Year Collectible Amount 1989 1990 1991 1992 1993 $294,945.00 -0- -0- -0- -0- It is hereby found and determlned that such levies are sufficient (with the taxes heretofore levled and unappropriated reserves appropriated hereby) that if collected in full they will produce at least five percent in excess of the amount needed to pay principal of and interest on the Notes when due. Said tax levies shall be irrepealable, but the City reserves the right to reduce said levy in the manner and to the extent permitted by law. -3- " THE CERTIFICATES 2.1. The Trust Agreement is hereby approved and shall be executed on behalf of the City by the Mayor and City Manager in substantially the form on file, but with all such changes therein, not inconsistent with law, as may be approved by the officers executing the same, which approval shall be conclusively evidenced by the execution thereof. 2.2. The Trustee is hereby authorized and directed to execute and deliver the Certificates of Participation, Series 1988B on behalf of the City and other Cities participating in the Program, pursuant to the terms of the Trust Agreement, in the aggregate principal amount specified in the Trust Agreement and substantially in the form and otherwise containing the provisions set forth in the form of the Certificate of Participation contained in the Trust Agreement, which terms and provisions are hereby approved and incorporated in this Resolution and made a part hereof. 2.3. The Certificates of Participation shall be executed by the Trustee in accordance with the Trust Agreement. When so prepared and executed, the Certificates of Participation shall be delivered to the purchasers thereof upon payment of the purchase price thereof, and such purchase price shall be delivered to the City, pursuant to the terms of the Trust Agreement. MISCELLANEOUS 3.1. The Mayor, the City Manager, the Clerk and other appropriate officers of the City are hereby authorized and directed-to prepare and furnish to the Purchaser of the Notes and to the attorneys approving the same, certified copies of-all proceedings and records of the City relating to the power and authority of the City to issue said Notes and to execute and deliver the Notes, the Trust Agreement and certifications as to matters within their knowledge or as shown by the books and records under their custody and control, including a no-litigation certificate, a no-arbitrage certificate, and a certificate of the Clerk as to the Official Statement, and such certified copies and certificates shall be deemed representa- tions of the City as to the facts stated therein. 3.2. The Clerk is hereby authorized and directed to certify a copy of this Resolution and to cause the same to be filed in the office of the County Auditor of Hennepin County under Minnesota Statutes, Section 475.63, and to obtain a certificate as to registration of the Notes. -4- 3.3. The appropriate officers of the City are hereby authorized and directed to prepare and submit to the Secretary of the Treasury a statement meeting the information reporting requirements of Section 149(e) of the Internal Revenue Code of 1986 (the "Code") by the 15th day of the second calendar month after the close of the calendar quarter in which the Notes are issued or other applicable date. 3.4. The form of Official Statement in connection with the sale of the Certificates of Participation presented to this meeting is hereby approved, and the Purchaser is authorized to distribute such Official Statement to the purchasers of the Certificates. e 3.5. Investments of the proceeds of the Notes and investments of moneys in the Debt Service Account required by Section 4.02 of the Trust Agreement and the debt service account described herein shall be limited as to amount and yield of investment in such manner and to the extent required that no part of the outstanding Notes or the outstanding Certificates shall be deemed "arbitrage bonds" under Section 148 of the Code. This Council finds that the exception for small governmental units available under Section 148{f){C) of the Code is applicable to the Notes because (i) the City has general taxing powers, (ii) the Notes are not private activity bonds under Section 141{a) of the Code, (iil) ninety-five percent or more of the net proceeds of the Notes are to be used for local governmental activities of the City and (iv) the aggregate face amount of all tax-exempt bonds (other than private activity bonds) which will be issued by the City during 1988 is not reasonably expected to exceed $5,000,000. 3.6. The Notes are hereby designated as "qualified tax exempt obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. This Council finds that the reasonably anticipated amount of tax exempt obligations (other than private activity bonds) which will be issued by the City (together with all other entities which issue obligations on behalf of the City and any entities formed or availed of to avoid the llmitations on the amounts which may be so designated) does not exceed $10 mlllion. 3.7. The Notes shall not be issued if within 10 days of publication of the resolutlon determining to sell the Notes a petition for referendum thereon in accordance with Minnesota Statutes, Sectlon 412.301, is filed in the office of the City Clerk. -5- The motion for the adoption of the foregoing resolution was duly seconded by Member Anderson 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. -6- , ' STATE OF MINNESOTA) ) ss COUNTY OF HENNEPIN) I, the undersigned, being the duly qualified and acting City Clerk of the City of Hopkins, Hennepin County, Minnesota, hereby certify that I have carefully compared the attached and foregoing Extract of Minutes of a regular (special or regular) meeting of the City Council held September 20, 1988, with the original thereof on file and of record in my office, and the same is a full, true and complete transcript therefrom insofar as the same is related to the issuance and sale of General Obligation Capital Equipment Notes, Series 1988B. I further certify that said meeting was duly called and held and the resolution included in the foregoing Extract of Minutes is in full force and effect and has not been amended or repealed. WITNESS My hand offlcially this 21st day of September, 1988. (Seal) 1836e -7- , ~ EXHIBIT A CONFIRMATION FORM SERIES 1988B City of Hopkins Hennepin County, Minnesota This shall confirm our offer to purchase the $265,000 General Obligation Capital Equipment Notes, Series 1988B (the "Notes") of the above City to be dated September 1, 1988, and to mature on the dates set forth, which, together with similar obligations of other cities, are to be evidenced by Certificates of Participation under the Minnesota Cities Capital Equipment Borrowing Program pursuant to the Trust Agreement dated as of September 1, 1988 (the "Trust Agreement") between the City and other cities participating in the Program and American National Bank and Trust Company, as Trustee, for a price of $262,374.54 plus accrued interest and to bear interest at the rates per annum according to years of maturity as follows: Maturity September 1, 1989 March 1, 1990 September 1, 1990 March 1, 1991 September 1, 1991 March 1, 1992 September 1, 1992 March 1, 1993 September 1, 1993 Amount $265,000 -0- -0- -0- -0- -0- -0- -0- -0- Interest Rate 6.00% -0- -0- -0- -0- -0- -0- -0- -0- The average interest rate (exclusive of discount and issuance costs) is 6.00%. The issuance costs to be paid by the Trustee and deducted from the proceeds remitted to you shall be in an amount such that the proceeds remitted, after deduction of such costs of issuance will be at least $258,635.09. The Notes shall be registered in the name of the Trustee and held for the benefit of the registered owners of the Certificates. This offer is subject to the following conditions: e 1. Delivery of the Notes and executed counterparts of the Trust Agreement to the Trustee and delivery to us of the Certificates of Participation on or prior to September 28, 1988, against payment therefor in immediately available funds. -8- .",... /".. 2. Delivery to us of the approving legal opinion of Faegre & Benson, Minneapolis Minnesota, as to the legality and tax-exempt status of the interest to be paid on the Notes and distributed to the registered owners of the Certificates. 3. including a certificate Statement. Delivery to us of customary closing certificates, nO-litigation certificate, a non-aribtrage and a certificate of the City as to the Official Very truly yours, PIPER, JAFFRAY & HOPWOOD INCORPORATED By Its The acceptance of the foregoing proposal is hereby confirmed by and on behalf of the City of Hopkins, Hennepin County, Minnesota this 20th day of September, 1988. ~~f+~, CV / K!JI}~ Ci ty i(a~ag~r " 1836e . ; -9-