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V.1. Approve Resolution 2014-070, Awarding Sale of Bonds - G. O. Bonds, Series 2014B October 21, 2014 Council Report 2014-123 AWARD SALE OF BONDS – G.O. BONDS, SERIES 2014B Proposed Action Staff recommends approval of the following motion: Approve resolution No. 2014-070 awarding the sale of General Obligation Refunding Bonds, Series 2014B, in the original aggregate principal amount of $6,545,000; fixing their form and specifications; directing their execution and delivery; and providing for their payment. Adoption of this motion will approve the sale of the bonds which will be awarded based on the recommendation of Ehlers and Associates, Inc., financial advisor for this project. Overview The City of Hopkins has the opportunity to refund the 2007A & B Bonds and realize an estimated present value savings of $555,000. The 2007 CIP bonds refunded the 2002 HRA Lease Revenue bonds that were sold to finance the fire station and public works facility projects. The savings from refunding the 2007A CIP bonds will reduce the required tax levy over the next nine years. The 2007B bonds were sold to finance street improvements. The savings on the 2007B GO PIR bonds will also go to reduce the required tax levy. The refunded bond will have a nine year life, maturing in 2023 which is the original maturity date for the 2007A bonds and are being issued pursuant to Minnesota Statutes, Chapter 475. On October 14, 2014 Standard & Poor’s reaffirmed our recently upgraded AA+ bond rating with a stable outlook. The rating report is attached for your review. At the September 16, 2014 Council Meeting, the Council authorized the sale of $6,545,000 G.O. Refunding Bonds to refund the 2007A & B Bonds. The bids will be accepted until 10 am on October 21, 2014 at which time they will be reviewed and the recommendation incorporated into Resolution 2014-070. Primary Issues to Consider There will be significant savings through this refunding. € Staff Recommendation Staff recommends approval of the resolution. € Supporting Information Resolution No. 2014-070 € S&P Rating dated 10-14-2014 € ______________________________________ Christine M. Harkess, CPA, CGFM Finance Director Financial Impact: $ 6,545,000 Budgeted: Y/N X N Source: Bond Proceeds Related Documents (CIP, ERP, etc.): __CIP_________ Notes: ___________________ 130 East Randolph Street Suite 2900 Chicago, IL 60601 tel 312-233-7000 reference no.: 1365237 October 14, 2014 City of Hopkins 1010 First Street South Hopkins, MN 55343--7573 Attention: Ms. Christine Harkess, Finance Director Re:US$6,545,000 City of Hopkins, Minnesota (Hennepin County) General Obligation Refunding Bonds, Series 2014B, dated: November 20, 2014, due: February 01, 2023 Dear Ms. Harkess: Pursuant to your request for a Standard & Poor’s Ratings Services (“Ratings Services”) rating on the above-referenced obligations, Ratings Services has assigned a rating of "AA+". Standard & Poor's views the outlook for this rating as stable. A copy of the rationale supporting the rating is enclosed. 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No person is intended as a third party beneficiary of any credit rating engagement or of a credit rating when issued. PF Ratings U.S. (02/16/13) EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA HELD: October 21, 2014 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hopkins, Minnesota was called and held at the City Hall in Hopkins, Minnesota on Tuesday, the 21st day of October, 2014, at 7:00 p.m., for the purpose, in part, of awarding the s ale of the City’s General Obligation Refunding Bonds, Series 2014B, and directing their execution and delivery. The following members were present: and the following were absent: * * * * * * * * * The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City’s General Obligation Refunding Bonds, Series 2014B, to be issued in the original aggregate principal amount of $6,545,000. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals are attached hereto as EXHIBIT A. After due consideration of the proposals, Member __________ then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 451247v1 JAE HP110-88 RESOLUTION NO. 2014-070 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2014B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $6,545,000; 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 (the “City”) as follows: Section 1. Sale of Bonds. 1.01. Authority. (a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically Section 475.521 (collectively, the “CIP Act”), the City issued its General Obligation Capital Improvement Plan Bonds, Series 2007A (the “Prior CIP Bonds”), dated August 14, 2007, in the original aggregate principal amount of $9,920,000, of which $5,765,0000 in principal amount is subject to redemption on or after February 1, 2015. The proceeds of the Prior CIP Bonds refinanced the acquisition and construction of a public works facility in the City (the “Capital Project”) funded with the proceeds of the Public Facility Lease Revenue Bonds, Series 2002A, issued by the Housing and Redevelopment Authority in and for the City of Hopkins on December 12, 2002, in the original aggregate principal amount of $10,760,000. (b) Pursuant to the Minnesota Statutes, Chapters 429 and 475, as amended (the “Improvement Act”), and Section 7.14, subdivision 2 of the Charter of the City (the “Charter”), the City issued its General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007B (the “Prior PIR Bonds”), dated August 14, 2007, in the original aggregate principal amount of $1,955,000, of which $675,000 in principal amount is subject to redemption on or after February 1, 2015. The proceeds of the Prior PIR Bonds financed the costs of the City’s 2006 and 2007 street improvement programs (the “Assessable Improvements”) through the City’s Permanent Improvement Revolving Fund (the “PIR Fund”). (c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (d) It is necessary and desirable for the reduction of debt service costs to the City that the City issue its General Obligation Refunding Bonds, Series 2014B (the “Bonds”), in the original aggregate principal amount of $6,545,000, pursuant to the Charter and to the CIP Act, the Improvement Act, and Minnesota Statutes, Section 476.67, subdivision 3 (collectively, the “Act”), to (i) redeem and prepay the outstanding principal amount of the Prior CIP Bonds on February 1, 2015; and (ii) redeem and prepay the outstanding principal amount of the Prior PIR Bonds on February 1, 2015. 2 451247v1 JAE HP110-88 (e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of __________________ (the “Purchaser”) to purchase the Bonds is hereby determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $____________ (par amount of $6,545,000, \[plus original issue premium of $__________,\] \[less original issue discount of $__________,\] less underwriter’s discount of $__________), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2016 % 2020 % 2017 2021 2018 2022 2019 2023 True interest cost: _________% 1.03. Purchase Contract. The sum of $_________, being the amount proposed by the Purchaser in excess of $6,479,550, shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the Finance Director in consultation with the City’s municipal advisor. The 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 proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, in the total principal amount of $6,545,000, originally dated November 20, 2014, 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 in the years and amounts as follows: Year Amount Year Amount 2016 $ 2020 $ 2017 2021 2018 2022 2019 2023 (a) $5,880,000 of the Bonds (the “CIP Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, are being issued to refund the Prior CIP Bonds: 3 451247v1 JAE HP110-88 Year Amount Year Amount 2016 $ 2020 $ 2017 2021 2018 2022 2019 2023 (b) The remainder of the Bonds in the amount of $665,000 (the “PIR Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, are being issued to refund the Prior PIR Bonds: Year Amount 2016 $ 2017 2018 1.05. Optional Redemption. The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. \[1.06. Mandatory Redemption; Term Bonds. To be completed if Term Bonds are requested by the Purchaser.\] Section 2. Registration and Payment. 2.01. Registered Form. The Bonds will 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 the Bond will 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 the 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, 2015, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the “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 Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. 4 451247v1 JAE HP110-88 (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 that interest payment date. (c) Exchange 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 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 the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds 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 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 redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of 5 451247v1 JAE HP110-88 the redemption notice by first class mail (postage prepaid) 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 if required by law. Failure to give notice by publication or by mail to registered owners, or any defect therein, will not affect the validity of the proceedings 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 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, the resulting 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 thirty (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 the City Council, the Finance Director must transmit to the Registrar monies 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 Manager 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. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that 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 a 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 City Manager will 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 EXHIBIT B attached hereto 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. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form set forth in EXHIBIT B attached hereto. 3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. 6 451247v1 JAE HP110-88 Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Refunding Bonds, Series 2014B Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will maintain the following accounts in the Debt Service Fund: the “CIP Account” and the “PIR Account.” Amounts in the CIP Account are irrevocably pledged to the CIP Refunding Bonds, and amounts in the PIR Account are irrevocably pledged to the PIR Refunding Bonds. (a) CIP Account. Proceeds of the general taxes hereinafter levied for payment of the CIP Refunding Bonds are hereby pledged to the CIP Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the CIP Refunding Bonds. There is also appropriated to the CIP Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. (b) PIR Account. Proceeds of the general taxes hereinafter levied for payment of the PIR Refunding Bonds and proceeds of the special assessments (the “Assessments”) levied for the Assessable Improvements refinanced with the proceeds of the PIR Refunding Bonds are hereby pledged to the PIR Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the PIR Refunding Bonds. There is also appropriated to the PIR Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 4.02. Redemption Fund. All proceeds of the Bonds, less the appropriations made in Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay the Prior CIP Bonds and the Prior PIR Bonds (collectively, the “Prior Bonds”). Any balance remaining in the Redemption Fund after the redemption of the Prior Bonds on February 1, 2015 (the “Redemption Date”) shall be deposited on a pro rata basis in the CIP Account and the PIR Account of the Debt Service Fund herein created for the Bonds. 4.03. Prior Debt Service Funds. (a) The debt service fund heretofore established for the Prior CIP Bonds pursuant to the resolution providing for the issuance and sale of the Prior CIP Bonds (the “Prior CIP Bonds Resolution”) shall be closed following the redemption of the Prior CIP Bonds, and all monies therein shall be transferred to the CIP Account of the Debt Service Fund herein created. (b) The debt service fund heretofore established for the Prior PIR Bonds within the City’s PIR Fund pursuant to the resolution providing for the issuance and sale of the Prior PIR Bonds (the “Prior PIR Bonds Resolution”) shall be closed following the redemption of the Prior PIR Bonds, and all monies therein shall be transferred to the PIR Account of the Debt Service Fund herein created. 4.04. Pledge of Taxes. For the purpose of paying a portion of the principal of and interest on the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax (the “Taxes”) upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such Taxes will be credited to the CIP Account and the PIR Account of the Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C. 7 451247v1 JAE HP110-88 4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collection of the foregoing Taxes and Assessments will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the Finance Director may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the “Taxpayer Services Division Manager”) the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 4.06. Cancellation of Levy for Prior Bonds. Following the payment in full of all outstanding principal of and interest due on the Prior Bonds on February 1, 2015, the Finance Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the Prior CIP Bonds Resolution and the Prior PIR Bonds Resolution. 4.07. Certification of Taxpayer Services Division Manager as to Registration. The City Manager is directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding of Prior Bonds; Findings; Redemption of Prior Bonds. 5.01. Purpose of Refunding. On the Redemption Date (February 1, 2015), the Prior CIP Bonds will be called for redemption in the principal amount of $5,765,000, and the Prior PIR Bonds will be called for redemption in the principal amount of $675,000. It is hereby found and determined that based upon information presently available from the City’s municipal advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Prior Bonds, is consistent with covenants made with the holders of the Prior Bonds and is necessary and desirable for the reduction of debt service costs to the City. 5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service funds established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Prior Bonds. 5.03. Redemption; Date of Redemption; Notice of Call for Redemption. The Prior Bonds maturing on and after February 1, 2016 will be redeemed and prepaid on the Redemption Date. The Prior Bonds will 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 EXHIBITS D-1 and D-2, respectively, which terms and conditions are hereby approved and incorporated herein by reference. The registrars for the Prior Bonds are authorized and directed to send a copy of the respective Notice of Call for Redemption to each registered holder of the Prior Bonds at least thirty (30) days prior to the Redemption Date. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. 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 8 451247v1 JAE HP110-88 the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Official Statement. The Mayor, the City Manager, and the 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 offering materials are a complete and accurate representation of the facts and representations made therein as of the date of the offering materials. 6.03. Other Certificates. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 6.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota, on the closing date for further distribution as directed by the City’s municipal advisor, Ehlers & Associates, Inc. Section 7. Tax Covenant. 7.01. Tax-Exempt Bonds. 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 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 Bonds. 7.02. Rebate. 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 investments, limitations on amounts invested at a yield greater than the yield on the Bonds. 7.03. Not Private Activity Bonds. 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. Qualified Tax-Exempt Obligations. 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 following 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; 9 451247v1 JAE HP110-88 (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2014 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2014 have been designated for purposes of Section 265(b)(3) of the Code. 7.05. Procedural Requirements. 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. Section 8. Book-Entry System; Limited Obligation of City. 8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 10 451247v1 JAE HP110-88 8.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC’s Operational Arrangements as set forth in the Representation Letter. Section 9. Continuing Disclosure. 9.01. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 9.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 10. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will 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 will 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. 11 451247v1 JAE HP110-88 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. Passed and adopted this 21st day of October, 2014. Mayor Attest: City Clerk 12 451247v1 JAE HP110-88 EXHIBIT A PROPOSALS A-1 451247v1 JAE HP110-88 EXHIBIT B FORM OF BOND No. R-___ UNITED STATES OF AMERICA $___________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION REFUNDING BOND SERIES 2014B Date of RateMaturityOriginal Issue CUSIP February 1, 20__ November 20, 2014 Registered Owner: Cede & Co. The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value received promises to pay to the Registered Owner specified above 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, 2015, 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 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, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $6,545,000 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 October 21, 2014 (the “Resolution”), for the purpose of providing money to refund the outstanding principal amount of certain general obligation bonds of the City, pursuant to and in full conformity with the home rule charter of the City, including Section 7.14, subdivision 2 thereof, and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and 475, as amended, specifically Sections 475.521 and 475.67, subdivision 3. The principal hereof and interest hereon are payable in part from ad valorem taxes and B-1 451247v1 JAE HP110-88 special assessments, 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes and special assessments pledged, which additional 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. The City Council has designated the issue of Bonds of which this Bond forms a part 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. 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 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 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 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 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 home rule charter of the City and the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory limitation of indebtedness. 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 Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Hopkins, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: November 20, 2014 CITY OF HOPKINS, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager B-2 451247v1 JAE HP110-88 _________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BANKERS TRUST COMPANY By Authorized Representative _________________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will 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 Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common 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: B-3 451247v1 JAE HP110-88 NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”) or other such “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The 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.) Please insert social security or other identifying number of assignee _________________________________ PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 B-4 451247v1 JAE HP110-88 EXHIBIT C TAX LEVY SCHEDULES Tax Levy Schedule for CIP Refunding Bonds YEAR * TAX LEVY 2015 $ 2016 2017 2018 2019 2020 2021 2022 __________________________________ * Year tax levy collected. Tax Levy Schedule for PIR Refunding Bonds YEAR * TAX LEVY 2015 $ 2016 2017 __________________________________ * Year tax levy collected. C-1 451247v1 JAE HP110-88 EXHIBIT D-1 NOTICE OF CALL FOR REDEMPTION FOR THE PRIOR CIP BONDS $9,920,000 City of Hopkins, Minnesota General Obligation Capital Improvement Plan Bonds Series 2007A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2015 all outstanding bonds of the City designated as General Obligation Capital Improvement Plan Bonds, Series 2007A, dated August 14, 2007, having stated maturity dates of February 1 in the years 2016 through 2023, both inclusive, totaling $5,765,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2016 $620,000 439866 YP3 2017 645,000 439866 YQ1 2018 675,000 439866 YR9 2019 700,000 439866 YS7 2020 730,000 439866 YT5 2021 760,000 439866 YU2 2022 800,000 439866 YV0 2023 835,000 439866 YW8 The bonds are being called at a price of par plus accrued interest to February 1, 2015, 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 Bankers Trust Company, 453 Seventh Street, Des Moines, Iowa, on or before February 1, 2015. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: _______, 20__. BY ORDER OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA By: /s/ Mike Mornson City Manager City of Hopkins, Minnesota D-1-1 451247v1 JAE HP110-88 EXHIBIT D-2 NOTICE OF CALL FOR REDEMPTION FOR THE PRIOR PIR BONDS $1,955,000 City of Hopkins, Minnesota General Obligation Permanent Improvement Revolving Fund Bonds Series 2007B NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2015 all outstanding bonds of the City designated as General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007B, dated August 14, 2007, having stated maturity dates of February 1 in the years 2016 through 2018, both inclusive, totaling $675,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2016 $215,000 439866 ZE7 2017 225,000 439866 ZF4 2018 235,000 439866 ZG2 The bonds are being called at a price of par plus accrued interest to February 1, 2015, 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 Bankers Trust Company, 453 Seventh Street, Des Moines, Iowa, on or before February 1, 2015. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: _______, 20__. BY ORDER OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA By: /s/ Mike Mornson City Manager City of Hopkins, Minnesota D-2-1 451247v1 JAE HP110-88 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 (the “City”), 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 October 21, 2014, 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 the City’s General Obligation Refunding Bonds, Series 2014B, in the original aggregate principal amount of $6,545,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this ____ day of __________, 2014. City Clerk City of Hopkins, Minnesota (SEAL) 451247v1 JAE HP110-88