2014-070 Approving the Sale of GO Refunding Bonds, Series 2014BEXTRACT 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 21 st 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:
Mayor Eugene Maxwell and Council Members Jason Gadd, Cheryl Youakim, Molly Cummings,
and Kristi Halverson
and the following were absent:
None
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 $6,345,000.
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 Cheryl Youakim then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
451247v2 JAE HP110-88
RESOLUTION NO. 2014-070
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS, SERIES 201411, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $6,345,000;
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 $6,345,000, 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.
451247v2 JAE HP 110-88 2
(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 Northland Securities, Inc.,
Minneapolis, Minnesota, as syndicate manager (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
$6,471,746.04 (par amount of $6,345,000.00, plus original issue premium of $170,356.40, less underwriter's
discount of $43,610.36), plus accrued interest to date of delivery, if any, for Bonds bearing interest as
follows:
Year Interest Rate
Year Interest Rate
2016
2.000%
2020
2.000%
2017
2.000
2021
2.000
2018
2.000
2022
2.000
2019
2.000
2023
2.000
True interest cost: 1.5394810%
1.03. Purchase Contract. The sum of $190,196.04, being the amount proposed by the
Purchaser in excess of $6,281,550.00, 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 $6,345,000, 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
$855,000
2020
$720,000
2017
895,000
2021
730,000
2018
915,000
2022
755,000
2019
705,000
2023
770,000
(a) $5,700,000 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:
451247v2 JAE HP 110-88 3
Year
Amount
Year
Amount
2016
$645,000
2020
$720,000
2017
680,000
2021
730,000
2018
695,000
2022
755,000
2019
705,000
2023
770,000
(b) The remainder of the Bonds in the amount of $645,000 (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 $210,000
2017 215,000
2018 220,000
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.
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) Re ig ster. 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.
(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
451247v2 JAE HP 110-88 4
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
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
451247v2 JAE HP 110-88
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 Re isg trar. 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 roving 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.
451247v2 JAE HP 110-88 6
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 fmancial 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
CII' 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 refmanced 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 CII' 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 CII' 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.
451247v2 JAE HPI 10-88 7
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 Lew 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
451247v2 JAE HP 110-88
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 K1einBank, 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;
451247v2 JAE HP 110-88 9
(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 ystem; 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.
451247v2 JAE HPI 10-88 10
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 Continuiniz 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.
451247v2 JAE HP 110-88 11
The motion for the adoption of the foregoing resolution was duly seconded by Member Molly
Cummings, and upon vote being taken thereon, the following voted in favor thereof:
Mayor Eugene Maxwell and Council Members Jason Gadd, Cheryl Youakim, Molly Cummings,
and Kristi Halverson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
Passed and adopted this 21 st day of October, 2014.
a
Mayor
Attest:
ODO&Ly
City Clerk
451247v2 JAE HP 110-88 12
EXHIBIT A
PROPOSALS
451247v2 JAE HP 110-88 A_1
EHLERS
LEADERS IN PUBLIC FINANCE
BID TABULATION
$6,545,000' General Obligation Refunding Bonds, Series 2014B
City of Hopkins, Minnesota
SALE: October 21. 2014
AWARD: NORTHLAND SECURITIES, INC.
Rating: Standard R Poor's Credit Markets "AA+" BBI: 3.87°o
BAIRD
Milwaukee. Vl'isconsut
HELLS FARGO BANK. NATIONAL
ASSOCIATION
Charlotte. `worth Carolina
2019
2.000%
1.050010
2020
NET
TRt"E
2021
vLATURITY
1.4500/0
REOFFERING
INTEREST
LNTEREST
NAME OF BIDDER
(February 1)
RATE
1TELD PRICE
COST
RATE
NORTHLAND SECURITIES. INC.
$6.675.710.40
5461.505.99
1.5367%
hliuneapolis. Minnesota
2016
2.000%
0.350010
BERNARDI SECURITIES. INC.
2017
2.000%
0.6500/9
CITY SECURITIES CORP.
2018
2.000%
0.850%
BAIRD
Milwaukee. Vl'isconsut
HELLS FARGO BANK. NATIONAL
ASSOCIATION
Charlotte. `worth Carolina
2019
2.000%
1.050010
2020
2.000%
1.300%
2021
2.000%
1.4500/0
2022
2.0000/0
1.700%
2023
2.000%
1.9000/6
2016
2017
2018
2019
2020
2021
2022
2023
2016
2017
2018
2019
2020
2021
2022
2023
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
3.000%
3.000%
3.000%
3.000%
3.0004/0
3.000%
2.000%
2.000%
56.675.196.25 5462.020.14 1.5385%
$6.839.662.35 5473.895.43 1.5573%
Subsequent to bid opening the issue size was decreased to $6.345.000.
Adjusted Price - $6.471.746.04 Adjusted Net Interest Cost - $450.981.46 Adjusted TIC - 1.5394%
■_-04._2 ___.____ ...--- ---- ____- _.. . _... _. _____.. ___.._.__.__... 1 "',) I f., 1)".7. 1 ' 1 I \%\v v. h P.'t;.II I( -..("')I".)
451247v2 JAE HPI 10-88 A-2
NAN E OF BIDDER
: AT'E7RIIY
(February 1)
REOFFERING
RATE YIELD PRICE
NET
INTEREST
COST
TRUE
INTEREST
RATE
PIPER!AFFRAY fi CO.
2018
$6.872.574.15
$487.012.38
1.5924%
Mim eapolis. N inmesota
2016
3.000%
3.000%
2022
3.000%
2017
3.000%
2018
3.000%
2019
3.000%
2020
3.000%
2021
3.000%
2022
2.250%
2023
2.500%
STERN'E AGEE
$6.905.353.45 $527.971.13 1.7165%
Birmingham. Alabama 2016
3.000%
2017
3.000%
2018
3.000%
2019
3.000%
2020
3.000%
2021
3.000%
2022
3.000%
2023
3.000%
Bid Tabulation October 21. 2014
City of Hopkins. Minnesota
$6.545.000* General Obligation Refiutding Bonds. Series 2014B Page 2
451247v2 JAE HP 110-88 A-3
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
Rate Maturity Original 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 $6,345,000 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
451247v2 JAE HP 110-88 B-1
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
451247v2 JAE HPI 10-88 B-2
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of,
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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:
451247v2 JAE HP 110-88 B-3
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.
Date of Registration
Registered Owner
Cede & Co.
Federal ID #13-2555119
451247v2 JAE HP 110-88 B-4
Signature of
Officer of Re isg_ trar
EXHIBIT C
TAX LEVY SCHEDULES
Tax Lew Schedule for CIP RefundingBonds
onds
YEAR *
TAX LEVY
2015
$819,242.85
2016
820,155.00
2017
821,625.00
2018
817,530.00
2019
818,475.00
2020
813,855.00
2021
824,775.00
2022
824,670.00
* Year tax levy collected.
Tax Levy Schedule for PIR RefundingBonds
onds
YEAR *
2015
2016
2017
* Year tax levy collected.
451247v2 JAE HPI 10-88 C_1
TAX LEVY
$208,651.16
206,819.79
207,554.79
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 YVO
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 HOPK NS, MINNESOTA
By: /s/ Mike Mornson
City Manager
City of Hopkins, Minnesota
451247v2 JAE HP110-88 D-1-1
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
451247v2 JAE HP 110-88 D-2-1
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 $6,345,000.
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)
451247v2 JAE HPI 10-88