2018-041 Resolution Awarding the Sale of General Obligation Tax Abatement Bonds, series 2018B, in the Original Aggregate Princiipal Amount of 3.285 mil; Fixing their form and specifications; Directing their execution/delivery; Providing for their Payment EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS,MINNESOTA
HELD: May 1, 2018
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 1st day
of May, 2018, at 7:00 p.m., for the purpose, in part, of awarding the sale of the City's General Obligation
Tax Abatement Bonds, Series 2018B, and directing their execution and delivery.
The following members were present:
Campbell, Gadd, Cummings, Halverson, and Kuznia
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 Tax Abatement Bonds, Series 2018B,
to be issued in the original aggregate principal amount of$3,285,000.
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 Campbell then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
521663v2 JAE HP110-98
RESOLUTION NO.2018-041
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION TAX ABATEMENT BONDS, SERIES 2018B, IN
THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF
$3,285,000; 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. Issuance of Bonds.
(a) The City has determined to construct and equip improvements to the ice hockey
and multipurpose facility known as the Hopkins Pavilion, which is located at 11000 Excelsior
Boulevard in the City(the"Project").
(b) Under Minnesota Statutes, Chapter 475, as amended, and Sections 469.1812
through 469.1815 (collectively, the "Act"), the City is authorized to grant a property tax
abatement on specified parcels in order to accomplish certain public purposes, including the
acquisition or construction of public facilities and provide access to services to residents of the
City.
(c) Following a duly noticed public hearing held on July 31, 2017, the City Council
adopted an abatement resolution. On the date hereof, following a duly noticed public hearing,
the City Council adopted an amended abatement resolution (the "Abatement Resolution").
Pursuant to the Abatement Resolution, the City Council approved an amended property tax
abatement (the "Abatements") for certain property in the City (the "Abatement Parcels") over a
period of fifteen (15) years, in an amount sufficient to pay the principal amount of and a portion
of interest on bonds issued to finance the Project in a maximum amount of$3,905,000.
(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 (estimated to be $3,285,000) does not exceed the estimated sum of Abatements from
the Abatement Parcels for the term authorized under the Abatement Resolution. The remaining
amount of Abatements ($550,000) will be used by the City to secure a guaranty provided for the
debt incurred by the Hopkins Youth Hockey Association for debt it incurred to contribute funds to
the Project.
(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 2018B (the "Bonds"), in the original aggregate principal amount of$3,285,000, pursuant
to the Act,to provide financing for the Project.
(f) On April 17, 2018, the City Council conducted a duly noticed public hearing
with respect to the designation of the Bonds as "qualified 501(c)(3) bonds" pursuant to
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Section 145 of the Internal Revenue Code of 1986, as amended(the"Code"), and the designation
of one or more nonprofit organizations exempt from federal income taxation under Section
501(a) of the Code, as a result of the application of Section 501(c)(3) of the Code, as qualified
501(c)(3) users of the Project (the "Qualified User"), including but not limited to the Hopkins
Youth Hockey Association, a Minnesota nonprofit corporation and organization described in
Section 501(c)(3)of the Code.
(g) The City Council hereby approves the designation of the Bonds as
"qualified 501(c)(3) bonds"pursuant to Section 145 of the Code. Furthermore, the City Council
approves the designation of the Qualified User as a qualified 501(c)(3)user of the Project.
(h) 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
municipal advisor in connection with such sale. The actions of the City staff and the City's
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 Stifel,Nicolaus, Birmingham,
Alabama, as syndicate manager(the"Purchaser"),to purchase the 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
$3,303,842.45 (par amount of$3,285,000.00, plus original issue premium of$56,561.15, less original issue
discount $4,817.30, less an underwriter's discount of$32,901.40), plus accrued interest to date of delivery,
if any,for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2020 3.000% 2028 3.000%
2021 3.000 2029 3.000
2022 3.000 2030 3.000
2023 3.000 2031 3.000
2024 3.000 2032 3.000
2025 3.000 2033 3.000
2026 3.000 2034 3.000
2027 3.000
True interest cost: 2.9260853%
1.03. Purchase Contract. The sum of$51,692.45,being the amount proposed by the Purchaser in
excess of$3,252,150.00, shall be credited to the Debt Service Fund hereinafter created or 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 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$3,285,000,originally dated May 24,2018,in the
denomination of$5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest
as above set forth,and maturing serially on February 1 in the years and amounts as follows:
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Year Amount Year Amount
2020 $175,000 2028 $225,000
2021 180,000 2029 230,000
2022 190,000 2030 240,000
2023 195,000 2031 245,000
2024 200,000 2032 250,000
2025 205,000 2033 260,000
2026 210,000 2034 265,000
2027 215,000
1.05. Optional Redemption. The City may elect on February 1,2026, and on any day thereafter
to prepay Bonds due on or after February 1,2027. 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 7 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 February 1,2019, to the registered owners of record thereof as of the close of business on the
fifteenth day of the immediately preceding month,whether or not such day is a business day.
2.03. Registration. The City will 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 with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered,transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to
the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
521663v2 JAE HP110-98 4
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 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.
521663v2 JAE HP110-98 5
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, 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 moneys 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 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 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 the Bonds. The Bonds will 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 obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and
cause the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security;Pledges and Covenants.
4.01. Debt Service Fund. The Bonds are payable from the General Obligation Tax Abatement
Bonds, Series 2018A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service
Fund shall be administered 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 for the Abatement
Parcels are hereby pledged to the Debt Service Fund. In addition, ad valorem taxes hereinafter levied for
the payment of interest on the Bonds (the "Taxes") shall be pledged to the Debt Service Fund. There is
521663v2 JAE HP110-98 6
appropriated to the Debt Service Fund (i)capitalized interest financed from Bond proceeds, if any; and
(ii) amounts over the minimum purchase price of the Bonds paid by the Purchaser, to the extent
designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Tax Abatement
Bonds, Series 20186A 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 to be used solely to
defray expenses of the Project described herein and in the Abatement Resolution (including costs of
issuance of the Bonds). When the Project is completed and the cost thereof paid, the Construction Fund is
to be closed and any funds remaining may be deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the 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 which 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.
4.04. Pledge of Tax Levy. For the purpose of paying the interest on the Bonds, there is levied
a direct annual irrepealable 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 general taxes of the City. The Taxes will
be credited to Debt Service Fund above provided and will be in the years and amounts as attached hereto
as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager 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 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. Registration 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 Transcript.
5.01. 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 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.
521663v2 JAE HP110-98 7
5.02. Certification as to Official Statement. The Mayor, the City 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 the facts and representations made
therein as of the date of the Official Statement.
5.03. 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.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers&Associates, Inc.
Section 6. Tax Covenant.
6.01. Qualified 501(c)(3) Bonds. The City shall not take any action or authorize any action to
be taken in connection with the application or investment of the proceeds of the Bonds or any related
activity which would cause the Bonds to be deemed to be"private activity bonds,"within the meaning of
Section 141 of the Code, other than "qualified 501(c)(3)bonds"within the meaning of Section 145 of the
Code. The City shall not take any action or authorize any action to be taken in connection with the
application or investment of the proceeds of the Bonds or any related activity which would cause the
Bonds to be deemed to be "arbitrage bonds," within the meaning of Section 148 of the Code.
Furthermore, the City shall take all such actions as may be required under the Code to ensure that interest
on the Bonds is not and does not become includable in gross income for federal income tax purposes.
6.02. Costs of Issuance. No more than two percent (2%) of the proceeds of the Bonds will be
used for the costs of issuing the Bonds.
6.03. 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,and the rebate of excess investment earnings
to the United States.
6.04. 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 "qualified 501(c)(3) bonds" and are therefore not considered
"private activity bonds"pursuant to Section 265(b)(3)(B)of the Code;
(b) the City designates the Bonds as"qualified tax-exempt obligations"for purposes of
Section 265(b)(3)of the Code;
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(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 2018 will not exceed$10,000,000;and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2018 have been designated for purposes of Section 265(b)(3)of the Code.
6.05. 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 7. Book-Entry System;Limited Obligation of City.
7.01. 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.
7.02. 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 fmancial 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.
7.03. 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.
521663v2 JAE HP110-98 9
7.04. 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.
7.05. 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 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 Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated
the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time
to time in accordance with the terms thereof.
8.02. 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 9. 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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
Halverson, and upon vote being taken thereon,the following voted in favor thereof:
Campbell, Gadd, Cummings,Halverson, and Kuznia
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
521663v2 JAE HP110-98 11
Passed and adopted this 1st day of May, 2018.
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Mayor
Attest:
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City Clerk
521663v2 JAE HP110-98 12
EXHIBIT A
PROPOSALS
521663v2 JAE HP110-98 A-1
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION TAX ABATEMENT BOND
SERIES 2018B
Date of
Rate Maturity Original Issue CUSIP
February 1,20_ May 24,2018
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
hereby 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 (calculated on the basis of a 360 day year of twelve 30 day months), payable
February 1 and August 1 in each year, commencing February 1,2019, 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 Bond
Trust Services Corporation, Roseville, Minnesota, as Bond 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, 2026, and on any day thereafter to prepay Bonds due on or
after February 1, 2027. 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$3,285,000 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 May 1, 2018 (the"Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in financing the construction of
improvements to a public facility in the City,pursuant to and in full conformity with the Constitution and
laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and Minnesota
Statutes, Sections 469.1812 through 469.1815, as amended. The principal hereof and interest hereon are
521663v2 JAE HP110-98 B-1
payable in part from abatements collected from certain property in the City and in part from ad valorem
taxes, 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 abatements and ad valorem taxes 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 Bond 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 Bond 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 Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar 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 Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City 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 this Bond to be dated as of the date set forth below.
521663v2 JAE HP110-98 B-2
Dated: May 24, 2018
CITY OF HOPKINS,MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
By
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
TEN ENT--as tenants by entireties under Uniform Gifts or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond,with full power of substitution in the premises.
Dated:
521663v2 JAE HP110-98 B-3
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:
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, STEMP, SEMP or
MSP,all in accordance with the Securities Exchange Act of 1934,as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books
of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede&Co.
Federal ID#13-2555119
521663v2 JAE HPI10-98 B-4
EXHIBIT C
TAX LEVY SCHEDULE
YEAR* TAX LEVY
2019 $112,227.50
2020 106,965.00
2021 101,795.00
2022 96,060.00
2023 90,167.50
2024 84,117.50
2025 77,910.00
2026 71,545.00
2027 65,272.50
2028 58,435.00
2029 51,690.00
2030 44,380.00
2031 36,912.50
2032 29,537.50
2033 21,597.50
*Year tax levy collected.
521663v2 JAE HP110-98 C_1
STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
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 May 1,2018 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 2018B, in the original aggregate principal amount of$3,285,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of May,2018.
City Clerk
City of Hopkins,Minnesota
(SEAL)
521663v2 JAE HP110-98