2016-051 Awarding Sale of G.O. Bonds, Series 2016BRESOLUTION NO. 2016-051
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION TAX ABATEMENT BONDS, SERIES 2016B, IN
THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$1,630,000; 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. Back�round.
(a) The City has determined to undertake the 2016 road reconstruction projects and
various park improvements and improvements to City-owned parking facilities (the "ProjecP').
(b) Under Minnesota Statutes, Chapter 475, as amended, and Sections 469.1812
through 469.1815, as amended (collectively, the "AcY'), the City is authorized to grant a property
tax abatement on specified parcels in order to accomplish certain public purposes, including the
provision or construction of public infrastructure.
(c) Pursuant to a resolution adopted by the City Council of the City on June 7, 2016
(the "Abatement Resolutiod') following a duly noticed public hearing, the City Council
approved a property tax abatement (the "Abatements") in the maximum amount of $1,630,000
for cerCain property in the City (the "Abatement Parcels") over a period of fifreen (15) years, in
an amount sufficient to pay the principal amount of bonds issued to finance the Project.
(d) In the Abatement Resolution, the City found and determined that the Project
benefits the Abatement Parcels and that the maximum principal amount of bonds to be secured by
Abatements does not exceed the esfimated sum of Abatements from the Abatement Parcels for the
tettn authorized under the Abateme�t Resolution.
(e) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Tax Abatement Bonds,
Series 2016B (the "Bonds"), in the original aggregate principal amount of $],630,000, pursuant
to the Act, to provide financing for the Project.
(� 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 municipa]
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 proposa] of Northland Securities, Inc.,
Minneapolis, Minnesota (the "Purchaser"), to purchase Uie Bonds is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of
$1,641,325.65 (par amount of $1,630,0OO.OQ plus original issue premium of $36,059.70, less
481141 v2 JAE HP I 10-93
underwriter's discount of $24,734.05), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
Year
2018
2019
2020
2021
2022
2023
* Term Bonds
Inierest Rate
Tme interest cost: 1.9615265%
2.000%
2.000
2.000
2.000
2.000
2.000
Year
2024
2026*
2028*
2030*
2032*
Interest Rate
2.000%
2.000
2.000
2.000
2.200
1.03. Purchase Contract. Tl�e sum of $30,885.65, being the amount proposed by the Purchaser
in excess of $1,610,440.00, shal] be credited to the Debt Service Fund hereinafrer created or deposited in
the Construction Fund hereinafter created, as determined by the Finance Director of the City 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 tl�e Bonds, and to retum 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.
].04. Terms and Princinal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act, in the tota] principal amounT of $1,630,000, originally dated July 2Q 2016, in
the denomination of $5,000 each or any in[egral multiple [hereof, numbered No. R-1, upward, bearing
in[eres[ as above set forth, and maturing serially on February 1 in the years and amoun[s as follows:
Year
2018
2019
2020
2021
2022
2023
* Term Bonds
Amount
$ 95,000
] 00,000
100,000
] 00,000
100,000
105,000
Year
2024
2026*
2028*
2030*
2032*
Amount
$] ] 0,000
220,000
225,000
230,000
245,000
1.05. Optional Redemption. The City may elect on February I, 2025, and on any day
thereafrer to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and
if in part, at tl�e option of the City and in such manner as the City will determine. If less than al] Bonds
of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereo� of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participanYs 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.
481141 v2 JAE HP I 10-93 3
1.06. Mandatorv Redemotiorr, Term Bonds. The Bonds maturing on February 1, 2026,
February 1, 2028, February l, 2030, and February 1, 2032 shall hereinafrer be referred to col]ectively as the
"t'erm Bonds." The principal amount of the Term Bonds subject to mandatory sinking fund redemption on
any date may be reduced through earlier optional redemptions, with any partia] redemptions of flie Term
Bonds credited against future mandatory sinking fund redemptions of such Tenn Bonds in such order as the
City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part at par plus accrued interest on February 1 of the following years and in the principa]
amounts as follows:
Sinkin¢ Fund Installment Date
Februarv 1, 2026 Term Bond
2025
2026*
* Maturity
Februarv 1. 2028 Term Bond
2027
2028*
* Maturiry
Februarv 1, 2030 Term Bond
2029
2030*
* Maturiry
Februarv 1, 2032 Term Bond
2031
2032*
* Maturity
Section 2. ReQistration and Payment.
Principal Amount
$ll 0,000
110,000
Princinal Amount
$110,000
115,000
Principal Amount
$115,000
1 ] 5,000
Princioal Amount
$120,000
125,000
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
[hereon and, upon surrender of each Bond, the principa] amount [hereof, is payable by check or drafl
issued by the Regis[rar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authenYication to whicl� interest on the Bond has been paid or made available
for payment, unless (i) the date oP authenticafion is an interest payment date to which interest has been
paid or made available for paymen[, 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 February 1, 2017, to the regis[ered owners of record thereof as of the c]ose of
business on the fifreenth day of the immediately preceding month, whether or not such day is a business
day.
481141 v2 JAE HP I 10-93
2.03. Reeistration. The City wil] appoint 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 witl� respect thereto are as follows:
(a) Re ister. The RegisVar 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 ro be regis[ered, 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
to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized
by the registered owner in writing, the Registrar wil] 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) Exchanee of Bonds. When Bonds are surrendered by the regis[ered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and mamrity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancella[ion. Bonds surrendered upon transfer or exchange wil] be promptly
cancelled by the Registrar and thereafrer disposed of as directed by the City.
(e) Lnproper or Unauthorized Transfer. When a Bond is presented to the Registrar
for transfer, the RegisYrar may refuse to transfer the Bond until the RegisVar 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 RegisVar will incur no liability for the refusal, in
good faith, to make Vansfers which it, in i[s judgmen[, deems improper or unauthorized.
(� Persons Deemed Owners. The Ciry 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 Charees. 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 Destroved Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar wil] 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 bst, upon the payment of tl�e
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
481141 v2 lAE HP 110-93 5
the Bond was destroyed, stolen or ]os[, 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 flie 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) Redemntion. I� 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 mai] (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 any
registered owner, 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. Apnointment of Initial R�istrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initia] Registrar. Tl�e Mayor and the Ciry Manager are authorized to execute
and deliver, on behalf of the City, a contract with fhe Registrac 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 ro acC as successor Registrar. The
Ciry agrees to pay the reasonable and customary charges of the Registrar for the services performed. The
City reserves the right to remove [he Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar must deliver a11 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 fhis Council, the Finance Director
must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Deliverv. The Bonds will be prepared under tl�e direction
of Uie City Manager and executed on behalf of tl�e City by the signatures of the Mayor and the City
Manager, provided that those 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 a Bond, that signature or facsimile will never[heless 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 resolufion 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. Temporarv 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.
481141v2 JAH HPI70-93 6
Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. Execufion of the Bonds. The Bonds wil] be printed or typewritten in substantially the
form set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to ob[ain a copy
of the proposed approving ]egal 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.
Section 4. Payment: Securitv; Pled¢es and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Tax
Abatement Bonds, Series 2016B 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
Abatements from the Abatement Parcels and ad valorem tax levies hereunder (the "Taaes") are hereby
pledged to tlie Debt Service Fund. There is also appropria[ed to the Debt Service Fund (i) capitalized
interest financed from the proceeds of the Bonds, if any; and (ii) amounts over the minimum purchase
price paid by the Purchaser, to the extent designated for deposit in Che Debt Service Fund in accordance
with Section 1.03 hereof. •
4.02. Construction Fund. The Ciry hereby creates the General Obligation Tax Abatement
Bonds, Series 2016B Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, will be deposited in the Construction Fund ro be used solely to
defray expenses of the Project described herein and in the Abatement Resolution. When the Project is
completed and the cost [hereof paid, the Construction Fund is to be dosed and any funds remaining may be
deposited in U�e Deb[ Service Fund.
4.03. General Obli�ation Pled�e. For the prompt and full payment of the principal of and
interest on che Bonds, as the same respectively become due, the full faith, credit and taxing powers of the
City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever
insufficient to pay all principal and interest then due on the Bonds and any other bonds payable
therefrom, the deficiency will be promptly paid out of monies in the general fund of the City whicl� are
available for such purpose, and such general fund may be reimbursed with or without interest from the
Debt Service Fund when a sufficient balance is available therein.
4.05. Pled¢e of Tax Levy. For the purpose of paying all or a portion of the interest on the
Bonds, there is levied a direct annual isepealable ad valorem tax 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 genera] taxes of the
City. The Taxes will be credited to the Debt Service Fund above provided and will be in the years and
amounts as attached hereto as EXHIBIT C.
4.06. Certification to Taxoaver Services Division Manaeer as to Debt Service Fund Amount It
is hereby determined that the estimated collections of Abatements and Taxes will produce at least five
percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the
Bonds. The tax levy herein provided is irrepealable un[il all of the Bonds are paid, provided that at [he
481141 v2 JAE HP I 10-93 �
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 fhe ensuing year, and
the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by
the amount so certified.
4.05. Re¢istration of Resolution. The City Manager is authorized and 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. Authentication of Transcrint.
5.01. Citv ProceedinQs and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attomeys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financia] 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 cus[ody and under their control, relating [o
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.
5.02. Certification as to Official Statement. The Mayor, the Ciry Manager, and the Finance
Director are authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of tl�e facts and
representations made therein as of the date of the Official Statement.
5.03. Other Certificates. Tl�e Mayor, City Manager, and Finance Director are hereby
authorized and directed to furnish to the Purchaser at Ehe closing such certificates as are required as a
condition of sale. Unless litigation shal] have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of i[s 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.
5.04. Pavment of Cos[s of Issuance. The City authorizes die 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 6. Tax Covenant.
6.01. Tax-Exemnt Bonds. The City covenants and agrees with the holders from time to time
of the Bonds [hat 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,
al] affirmative action within its power that may be necessary to ensure that such interest wil] not become
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafrer amended and made applicable to the Bonds.
4R I 141 v2 JAE HPI 10-93 8
6.02. 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 al a yield greater than the yield on the Bonds, and the rebate of excess
investment eamings to the United States.
6.03. Not Private Activitv Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or pennit them or any of them to be used, in such a manner as ro cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through I50 of the Code.
6.04. Qualified Tax-Exemot Oblieations. ln 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 designates the Bonds as "qualified tax-exempt obligations" for purposes
of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the Ciry (and all
subordinate entities of the City) during calendar year 2016 will not exceed $10,000,000; and
(d) not more than $] 0,000,000 of obligations issued by the City during calendar year
2016 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Reauirements. The City will use its best efforts to comply widi any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Entry System: Limited ObliQation of Citv.
7.01. DTC. The Bonds will be i�itially issued in the forrn of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.04 hereo£ Upon initial
issuance, the ownership of each Bond wil] 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.
7.02. Participants. With respect [o 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 [he Paying Agent
wil] 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 otl�er
person on behalf of which a Participant holds an interest in the Bonds, including but not ]imited to any
responsibility or obligaCion 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 [he 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
481141 JL JAE HP I 10-93 9
books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interes[ with respect to such Bond, for the purpose of registering transfers with
respect to such Bonds, and for al] other purposes. The Paying Agent will pay al] principa] of, premium,
if any, and interest on the Bonds only to or on the order of tl�e respective registered owners, as shown in
the registration books kept by the Registrar, and all sucli payments wi11 be valid and effectual to fully
satisfy and discharge the City's obligations with respect to payment of principal of, premiuin, 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 tl�is 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 Ciry
Manager will promptly deliver a copy of [he same to the Registrar and Paying Agent.
7.03. Representation L etter. 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 al] action
necessary for al] representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with aY all times.
7.04. Transfers Outside Book-Entrv S, s�em. In the event tlte 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 Boud certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability througl� 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 wil] authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
of payment thereof.
7.05. Pavments to Cede & Co. Notwithstanding any other provision of this resolution ro 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 all 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 L,etter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disdosure Certificate executed by fhe Mayor and Ciry 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.
8.02. Ciry Compliance with Provisions of Continuine Disclosure Certificate. The City hereby
covenants and agrees [hat 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
4R1141v2 JAE HPI10-93 10
appropriate, including seeking mandate or specific performance by court order, to cause the Ciry to
comply with its obligations under this section.
Section 9. Defeasance. When al] Bonds and all in[erest thereon have been discliarged as
provided in this section, all pledges, covenants and other rights granted by this resolution ro 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 su�cient 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.
(The remainder of this page is intentionally lei blank.)
481141 v2 JAE HPI 10-93 j�
The motion for the adoption of the foregoing resolution was duly seconded by Member Katy
Campbell, and upon vote being taken thereon, the Pollowing voted in favor thereof:
Mayor Cummings and Council Members Gadd, Campbell, Kuznia, and Halverson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
481141 v2 JAE HP I 10-93 ] Z
Passed and adopted tl�is 21 st day of June, 2016.
✓�/��� ��/�
Molly Cu ings, Mayor
Attest:
Ji
—�-;�� i ��,��� "" �\
Amy Domeier, City Clerk
48114Iv2 JAB HPI10-93 13
EXHIBIT A
PROPOSALS
481141 v2 JAE HPI I 0-93 A-]
�';�� EHLERS
BID TABULATION ""' <<^o�es iN �uurr. nnnrvcE
$1,630,000 Generel Obligation Tax Abatement Bonds, Serles 20168
City of Hopkins, Minnesota
SALE: June 21. 2016
AWARD: NORTHLAND SECURITIES. INC.
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��!� � Cit}� of Hopki��s. \fiimzsota
3L630.000 Gzi�zrxl Oblisation Tas Abaremzut Bonds. Szries 20IGB
481 141 v2 JAE HP I 10-93 A-3
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481141v2 JAE HPI10-93 A-4
SI.6S3.L9�60 S?93.106.10 2.0051°0
Sune 31. 2016
Pa�e ;
EXHIBIT B
FORM OF BOND
No. R- i1NITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAI, OBLIGATION TAX ABATEMENT BOND
SERIES 2016B
Date of
Rate Maturitv OrieinalIssue CUSIP
February 1, 20_ July 20, 2016
Registered Owner: Cede & Co.
The CiTy of Hopkins, Minnesota, a duly organized and existing municipa] corporation in
Hennepin County, Minnesota (the "City"), ackno�vledges iCself to be indebted and for value received
l�ereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum
of $ on the maturity date specified above, with inferest thereon from the date hereof at the
annual rate specified above, payable February 1 and August 1 in each year, commencing
February 1, 2017, to the person in whose name this Bond is registered aY the close of business on the
fifreentl� day (whether or not a business day) of the immedia[ely preceding month. The interest hereon
and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the
United Sta[es of America by check or draft by Bond Trus[ Services Corporation, Roseville, Minnesota, as
Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor
under tl�e 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, 2025, and on any day thereafter to prepay Bonds due on or
after February 1, 2026. Redemption may be in whole or in part and if in part, at the option of the Ciry
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 [he beneficial ownership interests in
such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2026, February 1, 2028, February 1, 203Q and
February 1, 2032 shall hereinafter be referred [o collectively as the "Term Bonds." The principal amount of
the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier
optiona] redemptions, with any partial redemptions of the Term Bonds credited against future mandatory
sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds
are subject to manda[ory sinking fund redemption and shal] be redeemed in part at par plus accrued interest
on February ] of the following years and in the principal amounts as follows:
481141 v2 JAE HP 1 10-93 B_ �
Sinkine Fund Installment Date
Februarv 1. 2026 Term Bond
2025
2026*
* Maza�rity
February 1, 2028 Term Bond
2027
2028*
* Maturiry
Februarv 1, 2030 Term Bond
2029
2030*
* Maturiry
Februarv 1, 2032 Term Bond
2031
2032*
* Maturiry
Princioal Amount
$110,000
ll 0,000
Princinal Amount
$110,000
115,000
Princinal Amount
$115,000
115,000
Princioal Amount
$120,000
125,000
This Bond is one of an issue in the aggregate principal amount of $1,630,000 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 June 21, 2016 (the "Resolutiod'), for the purpose
of providing money to defray the expenses incurred and [o be incurred in the construction of public
infrastructure, pursuant to and in ful] conformity with the home rule charter of the City and the
Constitution and laws of the StaCe of Minnesota, including Minnesota Statutes, Chapter 475, as amended,
and Minnesota Statutes, Sections 469.1812 through 4691815, as amended. The principal hereof and
interest hereon are payable in part from abatements collected from certain property in the City and in part
from ad valorem taxes, as set forth in tl�e Resolution to which reference is made for a full statement of
rights and powers thereby conferred. The full f'aith and credit of the City are irrevocably pledged for
payment of this Bond and the City Council has obligated itself to levy additiona] ad valorem taxes on all
taxable property in the City in the event of any deficiency in abatements and taxes pledged, which
additional taxes may be levied witliout 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 [nternal Revenue Code of 1986,
as amended (the "Code") relating [o disallowance of interest expense for financial institutions and within
the $10 million limit allowed by the Code for the calendaz 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 Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
481141 v2 JAE HP I 10-93 B_2
together with a written instmment of transfer saTisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attomey; 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 [o
be issued in the name of the trailsferee 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 govemmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or no[, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT 1S HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that a11 acts,
conditions and things required by the home rule charter of the City and the Constitutiov and laws of the
State of Minnesota [o 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 genera] obligation of the City in accordance wilh 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
statuCory 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 Bond Registrar by
manual signature of one of its authorized represenCatives.
IN WITNESS WHEREOF, the Ciry of Hopkins, Hennepin County, 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 [his Bond to be dated as of the date set forth below.
Dated: July 20, 2016
CITY OF HOPKINS, MINNESOTA
(Facsimile) (Facsimilel
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATTON
�
481141 v2 JAE HPI 10-93 B_3
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 joinl tenants with riglri of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniforni Gifrs 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 tl�e within Bond, with ful] power of substitution in the
premises.
Dated:
Notice: The assignor's si�iature to this assigiunent 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:
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 Progra�n ("MSP") or other such "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STEMP,
SEMP or MSP, all in accordance with [he Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information conceming the assignee
requested below is provided.
Name and Address:
48114h2 JAE HPI 10-93 B_4
(Include inforrnation for al] joint owners if this Bond is
held byjoint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principa] 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
Reeistered Owner
Cede & Co.
Federal ID #1 3-2555 1 1 9
481141 v2 JAE HP 110.93 B-5
Signature of
Officer of Reeistrar
YEAR *
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
* Year tax le�ry collected.
EXHIBIT C
TAX LEVY
481141 v2 JAE HP I 10-93 C_ ]
TAX LEVY
$39,494.50
37,749.50
35,649.50
33,549.50
31,449.50
29,599.50
27,644.50
25,334.50
23,024.50
20,714.50
18,654.50
16,239.50
13, 824.50
11,659.50
9,137.50
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
I, 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 June 21, 2016, 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 Tax Abatement Bonds,
Series 2016B, in the original aggregate principal amount of $1,630,000.
WITNESS My hand officially as such Ciry Clerk and the corporate seal of the City this ��
day of���f �{ 2016.
%,r—
(SEAL)
4R 1141 v2 JAE HP I 10-93
C�����.�
Amy Domeier, City Clerk
City of Hopkins, Minnesota
EXTRACT OF MINUTES OF A MEE1'ING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA
HELD: .Tune 21, 2016
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 Ciry Hall in Hopkins, Minnesota on Tuesday, the 21 st day
of June, 2016, at 7:00 p.m., for the purpose, in part, of awarding the sale of the City's Genera] Obligation
Tax Abatement Bonds, Series 2016B, and directing their execution and delivery.
The following members were present
Mayor Cummings and Council Members Gadd, Campbell, Kuznia, and Halverson
None
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 Tax Abatement Bonds,
Series 2016B, to be issued in the original aggregate principa] amount of $1,630,000.
The City Manager presented a tabulation of the proposals that had been received in [he manner
specified in the Terms of Proposa] for the Bonds. The proposals are attached hereto as EXHIBIT A.
After due consideration of [he proposals, Member Aaron Kuznia then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
48 ] I41 v2 JAE HP I 10-93