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SPEC. MEETING (GO RED. BOND) EXTRACT OF MINUTES OF MEETING OF THE CITY COUNCIL OF THE CITY OF HOPKINS . HENNEPIN COUNTY, HINNESOTA Pursuant to due call and notice thereof, a special meeting of the Council of the City of Hopkins, Minnesota, was duly held in the City Hall in the City of Hopkins on Wednesday, February 8, 1984, commencing at 7:00 o'clock p.m., C.T. The following members were present: Robert F. Miller, Ellen Lavin, Donald J. Milbert, James C. Shirley, and Robert G. Anderson and the following were absent: None -. *** *** *** The Mayor announ~ed that the meeting was convened for the consid- eration of the bids which had been. received for the purchase of $2,650,000 General Obligation Redevelopment Bonds of 1984, as advertised for sale. The City Clerk presented affidavits showing publication of notice of sale in the official newspaper and in Commercial West: 7 a financial l'aper published in Minneapolis, Minnesota, which affidavits were examined and found satisfactory and ordered placed on file. it The City Clerk presented a tabulation of the bids which had been received, opened and tabulated in the manner specified in the notice of sale of the Bonds. The bids are summarized on Exhibit A attached hereto. After due consideration of the bids, Councilmember Shirley -, introduced the following written resolution and moved its adoption, the reading of which was dispensed with by unanimous consent: RESOLUTION NO. R4-1116 RESOLUTION AWARDING THE SALE OF $2,650,000 REDEVELOPMENT BONDS OF 1984 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 (City), Minnesota, as follows: 1. Sale of Bonds. 1.01 The bid of ~. (Purchaser) to purchase $2,650,000 General Obligation Redevelopment Bonds of 1984, (Bonds) of the City described in the notice of sale thereof is hereby found and determined to be the highest and best bid received pursuant to duly advertised notice of sale and shall be and is hereby accepted, such bid being to purchase the Bonds at a price of $ plus accrued interest to date of delivery, the Bonds to bear interest as follows: Year of Maturity Interest Rate -e The sum of $ being the amount bid in excess of $2,600,000, shall be credited to the Debt Service Fund hereinafter created. The Director of Finance is directed to retain the good faith check of the Purchaser pending completion of the sale and delivery of the Bonds and is directed to return the checks of the unsuccessful bidders forthwith. . 1.02. The City shall forthwith issue and sell the Bonds in the principal amount of $2,650,000 dated March 1, 1984, the Bonds being fully registered and issued in denominations of integral multiples of $5,000, numbered no. 1 and upward, bearing interest as above set forth, all interest payable August 1, 1984, and semiannually thereafter on February 1 and August 1 in each year, and which Bonds mature serially on August 1 in the years and amounts as follows: Year Amount Year Amount 1985 $175,000 1990 $275,000 1986 200,000 1991 275,000 1987 225,000 1992 300,000 1988 250,000 1993 350,000 1989 250,000 1994 350,000 o The City may elect on February 1, 1990 and on any interest payment date thereafter to prepay Bonds due on or after February 1, 1991. 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 named in Section 2. All prepayments shall be at a price of par and accrued interest. Section 2. Form: Registration. 2.01. Regis tered Form. The Bonds shall be issuable only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof shall be payable by check or draft issued by the Registrar described herein. . 2.02. Dates; Interest Payment Dates. Each Bond shall be dated as of the last interest payment date preceding the date of authenti- cation to which interest on the Bond has been paid or made available for paYment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication, or (ii) the date of authentication is prior to August 1, 1984, in which case such Bond shall be dated as of March 1, 1984. The interest on the Bonds shall be payable on February 1 and August 1 in each year, commencing August 1, 1984, to the owner of record thereof as of the close of business on the fifteenth day of the innnediately preceding month, whether or not such day is a business day. 2.03. Registration. The City shall appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights and duties of the City and the Registrar ~ith respect thereto shall be as follows: , (a) Register. The Registrar shall keep at its principal corporate trust office a bond register in which the Registrar shall provide for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more ne~ 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. o (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall authen- ticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. All Bonds surrendered upon any transfer or exchange shall be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When any Bond is presented to the Registrar for tr~nsfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. . (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and all such paYments so made to any such registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to such transfer or exchange. , (h) Mutilated, Lost, Stolen or Destroved Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bond destroyed, stolen or lost, upon the paYment of the reasonable expenses and charges of the Regis- trar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing v,-,i th the Registrar of evidence satisfactory to it that such Bond was destroyed, stolen or lost, and/of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it, in which both the City and the Registrar shall be named as obligees. All Bonds so surrendered to the Registrar shall be cancelled by it and evidence of such cancellation shall be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it shall not be necessary to issue a new Bond prior to paYment. . 2.04. Appointment of Initial Registrar. The City hereby appoints First National Bank of Minneapolis, Minnesota, as the initial Registrar. The Mayor and the 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 au.thorized by law to conduct such business, such corporation shall be authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days ' notice and upon the appointment of .a successor Registrar, in which event the predecessor Registrar shall deliver all cash and Bonds in its posses- sion to the successor Registrar and shall deliver the bond register to the successor. Registrar. On or before each principal or interest due date, without further order of this Council, the Director of Finance shall transmit to the Registrar moneys sufficient for the paYment of all principal and interest then due. . 2.05. Execution, Authentication and Delivery. The Bonds shall be prepared under the direction of the Clerk and shall be executed on behalf of the City by the signatures of the Mayor and the Clerk, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as it he had remained in office until delivery. Notwith- standing such execution, no Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on such Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certifi- cate of authentication on each Bond shall be conclusive evidence that , it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Clerk shall deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser shall not be obligated to see to the application of the purchase price. 2.06. Form of Bonds. The Bonds shall be printed in substan- tially the following form: No. $ [Face of the Bond] UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION REDEVELOPMENT BOND OF 1984 o Rate Maturity Date of Original Issue CUSIP March 1, 1984 KNOW ALL MEN BY THESE PRESENTS that the City of Hopkins, a duly organized and existing municipal corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received hereby promises to pay to . or registered assigns, the principal sum of $5,000 on the maturity date specified ahove, 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, 1984, to the person in whose name this Bond is registered at the close of business on the 15th day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the princi-pal hereof are payable in lawful money of the United States of America by check or draft by First National Bank of Minneapolis, Minneapolis, Minnesota, as Bond Registrar, Authenticating Agent and Paying Agent, or its designated successor under the Resolution described herein. For the prompt and full paYment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevoc- ably pledged. t The City may elect on February 1, 1990, and on any interest payment date thereafter, to prepay Bonds of this issue due on or after February 1, 1991. Redemption may be in whole or in part of the Bonds subject to pre- payment. 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 and accrued interest. . (Additional provisions of this Bond are contained on the reverse hereof and such provisions shall for all purposes have the same effect as though fully set forth in this place.) This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature of one of its authorized representatives.. IN WITNESS l-.TH.EREOF, the City of Hopkins, Hennepin County, Hinnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile signatures of the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below. . Dated: CITY OF HOPKINS, MINNESOTA (facsimile) City Clerk (facsimile) Hayor 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 $2,650,000, all of like original date and tenor, except <1S to serial number, maturity date, interest rate and redemption privilege, issued pursuant to Resolution No. adopted by the City Council on February 8, 1984 (the Resolution), for the purpose of providing money to finance the public redevelopment costs in a redevelopment project area in , the City, pursuant to and in full conformity with the Constitution and laws of the State of }finnesota, including Minnesota Statutes, Sections 273.71 to 273.78, the Minnesota Redevelopment Financing Act, and Minnesota Statutes, Section 462.411 to 462.716, and the Horne Rule Charter of the City, and is payabl~_ primarily from tax increments resulting from increases in assessed valuation of real property in the project area pursuant to a tax increment agreement executed by the City and the Housing and Redevelopment Authority of the City of Hopkins, but constitutes a general obligation of the City and, to provide moneys for the prompt and full pa)~ent of said principal and interest as the same become due, the full faith and credit of the City is hereby irrevocably pledged, and the City Council will levy ad valorem taxes, if required for such purpose, which taxes may be levied on all of the taxable property in the City without limitation as to rat'e 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. o As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner hereof in person or by his attorney duly authorized in writing upon surrender hereof together 1;-lith a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or his attorney; and may also be surrendered in exchange for Bonds of other authorized denomina- tions. 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, subj ect 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 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 Home Rule Charter of the City 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 of the face of this Bond, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT (Cust) Custodian (Hinor) TEN ENT -- as tenants by entireties under Uniform Gifts to Minors . JT TEN -- as joint tenants with right of survivorship and not as tenants in common Ac t . . . .......... (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, with- out alteration or any change whatever. Signature Guaranteed: t 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 cwners if the Bonds are held by joint account) Please insert social security or other identifying number of assignee Section 3. Security:Payrnent. o 3.01. The Bonds or additional bonds similarly authorized and issued shall be payable from the General Obligation Redevelopment Bonds of 1984 Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of any general taxes hereafter levied, and all tax increments from the redevelopment project area (Project Area) in which the Project financed by the Bonds is located received by the City from the Housing and Redevelopment Authority of the City of Hopkins pursuant to the Tax Increment Agreement dated September 30, 1977 and executed by the City and the Authority are hereby irrevocably appropriated and 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 City Director of Director shall pay such principal or interest from the general fund of the City and such fund may be reimbursed for such advances out of proceeds of the tax increments when received. 3.02. It is hereby found and determined that the estimated tax increments from the Project Area are sufficient to provide funds equal to at least 5% in excess of the amount needed to pay principal and interest when due on the Bonds and that no tax levy is needed at this time. . Section 4. Authentication of Transcript. 4.01. The City Clerk shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Kennedy, O'Brien & Drawz, a Professional Association, Minneapolis, Hinnesota, which shall be complete except as to dating thereof and shall cause said 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 , stated above. The City Clerk is hereby authorized and directed to execute such certificate in the, name of the City upon receipt of such opinion and to file the opinion in the City offices. The Bonds when fully executed, shall be delivered by the Director of Finance to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obligated to see to the proper application thereof. 4.02. The officers of the City are hereby authorized and directed to prepare and furnish to the purchaser of the Bonds and to the attorneys approving the same, certified copies of proceedings and records of the City relating to the Bonds and to the financial condi- tion 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, shall be deemed representations of the City as to the facts stated therein. . 4.03. The Mayor and City Manager are hereby authorized and directed to certify that they have examined the Official Statement, dated January 27, 1984 prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief said statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement or prospectus as it relates to the City. 4.04. The City Clerk is authorized and directed to file a certified copy of this resolution with the Director of Property Taxa- tion of Hennepin County, and to obtain the certificate required by Minnesota Statutes, Section 475.63. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Anderson , and upon vote being taken thereon, the following voted AYE: Shirley~ and Anderson Miller, Lavin, Milbert and the following voted NAY: None . whereupon said resolution was declared duly passed and adopted. CITY OF HOPKINS, MINNESOTA $2,650,000 G.O. REDEVELOPMENT BONDS DEBT STRUCTURE AS BID ON SALE DATE - DATE PRINCIPAL COUPON INTEREST PERIOD TOTAL FISCAL TOTAL I 2/ 1/85 175,000.00 5.500 167,452.08 342,452~08 342,452.08 8/ 1/85 86,525.0.0 86,525.00 2/ 1/86 200,000.00 6.000 86,525.00 286,525.00 373,050.00 8/ 1/86 80,525.00 80,525.00 2/ 1/87 225,000.00 6.200 80,525.00 305,525.00 386,050.00 8/ 1/87 73,550.00 73,550.00 2/ 1/88 250,000.00 6.400 73,550.00 323,550.00 397,100.00 8/ 1/88 65,550.00 65,550.00 2/ 1/89 250,000.00 6.600 65,550.00 315,550.00 381,100.00 8/ 1/89 57,300.00 57,300.00 2/ 1/90 275,000.00 6.900 57,300.00 332,300.00 389,600.00 8/ 1/90 47,812.50 47,812.50 2/ 1/91 275,000.00 7 .100 47,812.50 322,812.50 370,625.00 8/ 1/91 38,050.00 38,050.00 2/ 1/92 300,000.00 7.400 38,050.00 338,050.00 376,100.00 e8/ 1/92 26,950.00 26,950.00 2/ 1/93 350,000.00 7.600 26,950.00 376,950.00 403,900.00 8/ 1/93 13,650.00 13,650.00 2/ 1/94 350,000.00 7.800 13,650.00 363,650.00 377,300.00 ----.....----.---- _._-----------_.- - ... - - - -... - - - .. .. ,-- 2,650,000.00 1 , 147 ,277 . 08 3,797,277.08 ACCRUED 0.00 0.00 2,650,000.00 1,147,277.08 3,797,277.08 ============== -------------- -_._----_._._--_.... -_._----------- -_.__._----.----- DATED 3/ 1/84 BOND YEARS AVERAGE COUPON AVERAGE LIFE N-r G % WITH DELIVERY OF 3/ 1/84 15,904.167 7.214 6.002 7.3836442.% WITH A BID OF 98.980 .