CR 2003-081 Authorize Execution of the Ground Lease and The lease purchase Agreement
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CITYI OF ,
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HOP;KINS I
Council Report 03-81
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May 20, 2003
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AUTHORIZE EXECUTION OF THE GROUND LEASE AND THE LEASE PURCHASE
AGREEMENT, AND APPROVING THE ISSUANCE OF HRA LEASE REVENUE BONDS
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Staff recommends approval of the following motion: Approve resolution No. 03-047 authorizing the
execution of a ground lease and a lease purchase agreement, and authorizing issuance of the lease
revenue bonds and execution of related documents.
With this motion, the ground lease, lease purbhase agreement and the sale of the revenue bonds by the
Housing and Redevelopment Authority will be approved.
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Proposed Action
Overview
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HRA Public Facility Lease Revenue Bonds: The HRA will issue Public Facility Lease Revenue Bonds in
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the amount of$3,050,000. The proceeds of Which will be used to remodel the existing police department and
renovate the existing fire station to accommodate the police department. The bond is structured to mature
within 20 years. I
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The City Council/HRA has held the necessa& meetings and has authorized the establishment of the lease
agreement between the city and the HRA. :
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At the March 18th, 2003 Council Meeting, thb Council authorized and approved the sale ofHRA lease
revenue bonds for the Police facility remodel project. The bids will be accepted until 11 :00 am on May 20,
2003 at which time they will be reviewed and the recommendation incorporated into Resolution 03-047.
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Primary Issues to Consider
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At this time, there do not appear to be any pr~niary issues relating to the ground lease and lease purchase and
the award of the bond sales. Any significantlissues affecting the sale will not be known until after the closing
of the bids on May 20th, 2003. I
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Supportine: Information
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Resolution No. 03-047
Official Statement
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CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
RESOLUTION NO. 03-047
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A GROUND LEASE
AND A LEASE-PURCHASE AGREEMENT, AND APPROVING AND AUTHORIZING
ISSUANCE OF LEASE REVENUE BONDS AND EXECUTION OF RELATED DOCUMENTS
BE IT RESOLVED by the City Council of the City of Hopkins, Minnesota, as follows:
Section 1.
Recitals.
1.01. The City is authorized by Minnesota Statutes, Section 465.71, as amended, to
acquire real and personal property under lease~purchase agreements.
1.02. The City has agreed with the Housing and Redevelopment Authority in and for the
City of Hopkins (the "Authority") that pursuant to a Ground Lease dated as of June 1, 2003 (the
"Ground Lease"), the Authority will acquire certain property from the City (the "Site"), and the
Authority will lease such property, together with the a portion of the buildings, structures or
improvements now or hereafter located thereon, to the City pursuant to a Lease-Purchase
Agreement dated as of June 1,2003 (the "Lease").
1.03. The Authority has also agreed with the City that the Authority will lease a portion of
the existing facilities on the Site (the "Existing Facilities") to the City pursuant to a Lease
Agreement (Existing Facilities) dated as of June 1,2003 (the "Existing Facilities Lease").
1.04. Pursuant to a Trust Indenture dated as of June 1,2003 (the "Indenture") between the
Authority and Bankers Trust Company, Des Moines, Iowa, as trustee (the "Trustee"), the Authority
will issue its Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements)
(the "Series 2003A Bonds") in an aggregate principal amount of $3,050,000.
1.05. Under the Indenture, proceeds of the Series 2003A Bonds will be used to establish a
Debt Service Reserve Fund to secure the Series 2003A Bonds and to pay costs of acquisition,
construction and equipping of the Facilities described in the Lease, pursuant to a Disbursing
Agreement dated as of June 1,2003 (the "Disbursing Agreement"), among the Authority, the City,
the Trustee and Commercial Partners Title, LLC.
1.06. Pursuant to an Assignment and Security Agreement dated as of June 1, 2003 (the
"Assignment"), the Authority will assign to the Trustee all of the Authority's right, title and interest
in and to the Ground Lease, the Lease and the Lease Payments to be made by the City thereunder
(other than certain rights to indemnification and payment of expenses, and subject to the City's
leasehold interest in the Existing Facilities under Existing Facilities Lease) as security for the Series
2003A Bonds.
1.07. Forms of the Ground Lease, the Lease, the Existing Facilities Lease, the Indenture,
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the Disbursing Agreement, the Assignment, the Official Statement for the Series 2003A Bonds and
a Continuing Disclosure Certificate of the City have been prepared and submitted to this Council
and are on file with the City.
Section 2. Findings. On the basis of information given the City to date, it is hereby
found, determined and declared that:
(a) it is desirable and in the best interest of the City to enter into the Ground
Lease, the Lease, the Existing Facilities Lease and the Disbursing Agreement, and to
execute the Continuing Disclosure Certificate.
(b) the terms of the Ground Lease, the Lease, the Existing Facilities Lease, the
Disbursing Agreement, the Indenture, the Assignment and the Continuing Disclosure
Certificate are found to be advantageous to the City and the form and terms thereof are
hereby approved.
(c) The Site and the Facilities described in the Lease constitute essential
government property, and the City presently intends to appropriate all Lease Payments
under the Lease for the term of the Lease; however, the obligations of the City under the
Lease are not to be payable from nor charged upon any funds of the City other than the
funds appropriated annually to the payment thereof, and the Lease shall not constitute a
charge, lien or encumbrance, legal or equitable, upon any property of the City except its
interest in the Lease and in the Site and the Facilities under the Lease.
Section 3. Authorization of Documents. The Mayor and the City Manager are
authorized and directed to execute and deliver the Ground Lease, the Lease, the Existing Facilities
Lease, the Disbursing Agreement and the Continuing Disclosure Certificate on behalf of the City,
substantially in the forms on file, but with all such changes therein as shall be approved by the
officers executing the same, which approval shall be conclusively evidenced by the execution
thereof. Copies of all of the transaction documents shall be delivered, filed and recorded as
provided therein. The Mayor and the City Manager and other City officers are also authorized and
directed to execute such other instruments as may be required to give effect to the transactions
herein contemplated.
The Official Statement, as completed and supplemented, and its distribution to potential
purchasers of the Series 2003A Bonds, are hereby approved. The City, as an "obligated person"
with respect to the Series 2003A Bonds, will comply with the requirements of Rule 15c2-12(b)(5)
of the Securities and Exchange Commission, as set forth in the Continuing Disclosure Certificate.
Section 4. Approval of Issuance and Sale of Series 2003A Bonds. The issuance and
sale by the Authority of the Series 2003A Bonds as described in the Official Statement is hereby
approved in all respects. The City will pay, from proceeds of the Series 2003A Bonds or from other
City funds, the costs of issuance of the Series 2003A Bonds.
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Section 5. Payment of Lease Payments. The City will pay to the Trustee, promptly
when due, all of the Lease Payments and other amounts required by the Lease. To provide moneys
to make such payments, the City will include in its annual budget, for each Fiscal Year during the
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term of the Lease, commencing with the Fiscal Year ending on December 31, 2004, moneys
sufficient to pay and for the purpose of paying all Lease Payments, a reasonable estimate of
Additional Lease Payments, and other amounts payable under the Lease. The agreement of the City
in this Section is subject to the City's right to terminate the Lease at the end of any Fiscal Year, as
set forth in Section 5.6 of the Lease.
Section 6.
Miscellaneous.
6.01. The City covenants and agrees with the Owners from time to time of the Series
2003A Bonds that the investment of proceeds of the Series 2003A Bonds, including the investment
of any revenues pledged to the Lease Payments which are considered proceeds under applicable
regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such
manner that the Series 2003A Bonds shall not be "arbitrage bonds" within the meaning of Section
148 of the Internal Revenue Code of 1986, as amended, and applicable regulations thereunder, and
that the City shall comply with all other applicable requirements of Section 148. On the basis ofthe
existing facts, estimates and circumstances, including the foregoing findings and covenants, the City
hereby certifies that it is not expected that the proceeds of the Series 2003A Bonds will be used in
such manner as to cause the Series 2003A Bonds to be "arbitrage bonds" under Section 148 and any
regulations thereunder. The Site, the Facilities and the proceeds of the Series 2003A Bonds will
likewise be used in such manner that the Series 2003A Bonds will not be "private activity bonds"
under Section 141 of the Internal Revenue Code of 1986, as amended, and applicable regulations.
6.02. The officers of the City are authorized and directed to prepare and furnish to the
original purchaser of the Series 2003A Bonds, and to the attorneys approving the Series 2003A
Bonds, certified copies of all proceedings and records of the City relating to the power and authority
of the City to enter into the Ground Lease and the Lease within their knowledge or as shown by the
books and records in their custody and control, and such certified copies and certificates shall be
deemed representations of the City as to the facts stated therein.
6.03. The City covenants that it will file (or cause the Authority to file) with the Internal
Revenue Service the information required under Section 149( e) of the Internal Revenue Code of
1986.
6.04. Capitalized terms used herein and defined in the Lease or the Indenture have the
meanings given in the Lease or the Indenture.
Section 7.
adoption.
Effective Date. This resolution shall be effective immediately upon its final
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The foregoing resolution was introduced by Member
Member
. The following voted in favor of the resolution:
The following voted against:
Whereupon the resolution was adopted.
ADOPTED:
,2003.
and seconded by
City Manager
Mayor
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In the opinion of Bond Counsel, the interest on the Bonds is exemptfrom taxation by the State of Minnesota and its subdivisions and municipalities and the interest to be paid
on the Bonds is not me/lld/ble in the gross income of the recipientfor United States or State of Minnesota income tax purposes (but is subjecttofederal alternative minimum taxes
._ on corporations and Mmnesotafranchise taxes imposed on corporations. includingflnancial institutions, and measured by net income and the alternative minimum tax base)
ccording to present federal and Mmnesota laws, regulations, rulings and decisions, (See "Tax Exemption" herein)
The Authority will designate the Bonds as "qualified tax-exempt obligations "for purposes of Section 265(b)(3) of the Code relating to the abilityofflnancial institutions to deduct
from income for federal mcome tax pUlposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations.
New Issue
Rating Application Made: Moody's Investors Service and Standard & P or's
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE CITY OF HOPKINS, MINNESOTA
PRELIMINARY OFFICIAL STATEMENT DATED MAY 8,2003
$3,050,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2003A
(POLICE STATION IMPROVEMENTS)
PROPOSAL OPENING: May 20,2003,1:00 P.M., C.T.
CONSIDERATION: May 20, 2003, 7:15 P.M., C.T.
PURPOSE/AUTHORITY/SECURITY: The $3,050,000 Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements)
(the "Bonds") are being issued by the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the "Authority")
pursuant to Minnesota Statutes, Section 465.71, to provide financing for the renovation of the former fire station and portions of the City Hall
for an expanded police facility. The Bonds will be special obligations of the Authority payable from and secured by a pledge oflease payments
required to be made to the Authority by the City pursuant to a Lease-Purchase Agreement (the "Lease") to be entered into between the
Authority and the City. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR THE CITY
AND ARE NOT A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY. Delivery is subject to receipt of an
approving legal opinion of Kennedy & Graven, Chartered,. of Minneapolis, Minnesota.
DATE OF BONDS: June 1,2003
MATURITY: February I as follows:
Year Amount Year Amount
2005 $105,000 2012 $130,000
2006 110,000 2013 135,000
2007 110,000 2014 145,000 I
2008 115,000 2015 150,000
2009 120,000 2016 155,000
2010 120,000 2017 160,000
2011 125,000 2018 170,000
>I< The Authority reserves the right to increase or decrease the principal amount of the Bonds on the
day of sale, in increments of $5,000 each and in a total amount not to exceed $400,000. Increases
or decreases may be made in any maturity. Ifany principal amounts are adjusted, the purchase price
proposed will be adjusted to maintain the same gross spread per $1,000.
See "Term Bond Option" herein.
February 1, 2004 and semiannually thereafter.
Bonds maturing February 1,2015 and thereafter are subject to call for prior redemption on February
1,2014 and any date thereafter, at par.
$2,996,625.
$61,000.
Bankers Trust Company, Des Moines, Iowa.
See "Book-Entry-Only System" herein.
MATURITY ADJUSTMENTS:
TERM BONDS:
INTEREST:
OPTIONAL REDEMPTION:
MINIMUM PROPOSAL:
GOOD FAITH DEPOSIT:
PAYING AGENT/TRUSTEE:
BOOK-ENTRY -ONLY:
Year
Amount
$175,000
185,000
195,000
205,000
215,000
225,000
2019
2020
2021
2022
2023
2024
This Preliminary Official Statement will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate
principal amount, principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any
other information required by law, and, as supplemented, shall constitute a "Final Official Statement" of the Authority with respect to the
Bonds, as defined in S.E.C. Rule 15c2-12.
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LEADERS IN PUBLIC FINANCE
3060 Centre Pornle OrlV~, Roseville, MN 55113.1105
651.697.8500 fax 651 (iq 7 ,/,555 www.ehlers-int.com
Officcs In floseville. MN, Broold'elrl. WI and Napervrlle, Il
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REPRESENTATIONS
No dealer, broker, salesperson or other person has been authorized by the Authority to give any information or to make any representation other
than those contained in the Preliminary Official Statement and, if given or made, such other information or representations must not be relied
upon as having been authorized by the Authority. This Preliminary Official Statement does not constitute an offer to sell or a solicitation
of an offer to buy any of these Bonds in any jurisdiction to any person to whom it is unlawful to make such an offer or solicitation in such
jurisdiction.
This Preliminary Official Statement is not to be construed as a contract with the Syndicate Manager or Syndicate Members. Statements
contained herein which involve estimates or matters of opinion are intended solely as such and are not to be construed as representations of
fact. Ehlers & Associates, Inc. prepared this Preliminary Official Statement and any addenda thereto relying on information of the Authority
and other sources for which there is reasonable basis for believing the information is accurate and complete. Bond Counsel has not participated
in the preparation of this Preliminary Official Statement and is not expressing any opinion as to the completeness or accuracy of the information
contained therein. Compensation of Ehlers & Associates, Inc., payable entirely by the Authority, is contingent upon the sale of the issue.
COMPLIANCE WITH S.E.C. RULE 15c2-12
Certain municipal obligations (issued in an aggregate amount over $1,000,000) are subject to General Rules and Regulations, Securities
Exchange Act of 1934, Rule 15c2-12 Municipal Securities Disclosure (the "Rule").
Preliminary Official Statement: This Preliminary Official Statement was prepared for the Authority for dissemination to potential
customers. Its primary purpose is to disclose information regarding these Bonds to prospective underwriters in the interest of receiving
competitive proposals in accordance with the sale notice contained herein. Unless an addendum is posted prior to the sale, this document shall
be deemed the "Preliminary Official Statement".
Review Period: This Preliminary Official Statement has been distributed to members of the legislative body and other public officials of
the Authority as well as to prospective bidders for an objective review of its disclosure. Comments or requests for the correction of omissions
or inaccuracies must be submitted to Ehlers & Associates at least two business days prior to the sale. Requests for additional information or
corrections in the Preliminary Official Statement received on or before this date will not be considered a qualification of a proposal received
from an underwriter. Ifthere are any changes, corrections or additions to the Preliminary Official Statement, interested bidders will be informed
by an addendum at least one business day prior to the sale.
Final Official Statement: Upon award of sale of these Bonds, the Preliminary Official Statement together with any previous addendum
of corrections or additions will be further supplemented by an addendum specifying the offering prices, interest rates, aggregate principal
amount, principal amount per maturity, anticipated delivery date, and Syndicate Manager and Syndicate Members, together with any other
information required by law, and, as supplemented, shall constitute a "Final Official Statement" of the Authority with respect to the Bonds,
as defined in S.E.C. Rule 15c2-12. Copies of the Final Official Statement will be delivered to the underwriter (Syndicate Manager) within
seven business days following the proposal acceptance.
Continuing Disclosure: Subject to certain exemptions, issues in an aggregate amount over $1.000.000 may be required to comply with
provisions of the Rule which require that underwriters obtain from the issuers of municipal securities (or other obligated party) an agreement
for the benefit of the owners of the securities to provide continuing disclosure with respect to those securities. This Preliminary Official
Statement describes the conditions under which these Bonds are exempt or required to comply with the Rule.
CLOSING CERTIFICATES
Upon delivery of these Bonds, the purchaser (underwriter) will be furnished with the following items: (1) a certificate of the appropriate officials
to the effect that at the time of the sale of these Bonds and all times subsequent thereto up to and including the time of the delivery of these
Bonds, this Preliminary Official Statement did not and does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; (2) a receipt signed
by the appropriate officer evidencing payment for these Bonds; (3) a certificate evidencing the due execution of these Bonds, including
statements that (a) no litigation of any nature is pending, or to the knowledge of signers, threatened, restraining or enjoining the issuance and
delivery of these Bonds, (b) neither the corporate existence or boundaries of the Authority nor the title of the signers to their respective offices
is being contested, and (c) no authority or proceedings for the issuance of these Bonds have been repealed, revoked or rescinded; and (4) a
certificate setting forth facts and expectations of the Authority which indicates that the Authority does not expect to use the proceeds of these
Bonds in a manner that would cause them to be arbitrage bonds within the meaning of Section 148 of the Internal Revenue Code of 1986, as
amended, or within the meaning of applicable Treasury Regulations.
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TABLE OF CONTENTS
INTRODUCTOR Y STATEMENT ........................ I
THE BONDS ......................................... I
GENERAL . . . . . . _ _ _ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. I
AUTHORITY; PURPOSE ........................... 2
ESTIMATED SOURCES AND USES .................. 3
SECURITY ....................................... 3
RATING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
CONTINUING DISCLOSURE ........................ 4
LEGAL OPINION .................................. 4
TAX EXEMPTION ................................. 4
QUALIFIED TAX-EXEMPT OBLIGATIONS. . . . . . . . . . . . 5
FINANCIAL ADVISOR ............................. 5
RISK FACTORS ................................... 6
V ALUA TIONS ....................................... 9
CURRENT PROPERTY VALUATIONS............... 10
2002/03 NET TAX CAPACITY BY CLASSIFICATION... II
TREND OF VALUATIONS ......................... II
LARGER TAXPAYING PARCELS ...................12
DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. 13
DIRECT DEBT................................... 13
SCHEDULES OF BONDED INDEBTEDNESS.......... 14
DEBT LIMIT ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
OVERLAPPING DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
DEBT RATIOS ................................... 22
DEBT PAYMENT HISTORY. . . . . . . . . . . . . . . . . . . . . . . . 22
FUTURE FINANCING ............................. 22
TAX LEVIES AND COLLECTIONS . . . . . . . . . . . . . . . . . . . . . 23
TAX COLLECTIONS .............................. 23
LEVY LIMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . , . . 23
TAX CAPACITY RATES. . .. .. .. . . .. .. .. . . . .. .. .. .. 24
THE ISSUER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
CITY GOVERNMENT ............................. 25
EMPLOYEES; PENSIONS; UNIONS. . . . . . . . . . . . . . . . . . 25
LITIGATION..................................... 25
FUNDS ON HAND ................................ 26
ENTERPRISE FUNDS ............................. 27
SUMMARY GENERAL FUND INFORMATION........ 29
GENERAL INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
LOCATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
LARGER EMPLOYERS ............................ 30
U.S. CENSUS DATA. . . . .. . . . . .. . . . . . . .. . . . .. . . . . . . 31
EMPLOYMENTIUNEMPLOYMENTDATA ...........31
BUILDING PERMITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
EDUCATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
FINANCIAL INSTITUTIONS. . . . . . . . . . . . . . . . . . . . . . . . 32
IN-PATIENT MEDICAL FACILITIES................. 33
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EXCERPTS FROM FINANCIAL STATEMENTS. . . . . . . . A-I
FORM OF LEGAL OPINION. . . . . . . . . . . . . . . . . . . . . . . . B-1
I BOOK-ENTRY-ONLY SySTEM..................... C-I
FORM OF CONTINUING DISCLOSURE CERTIFICATE. D- I
TERMS OF PROPOSAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . E-I
DEFINITIONS AND SUMMARIES OF DOCUMENTS... F-I
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HOUSING AND
REDEVELOPMENT AUTHORITY
Eugene Maxwell
Richard Brausen
Karen Jensen
Diane Johnson
Bruce Rowan
Chairperson
Commissioner
Commissioner/Secretary
Commissioner
Commissioner
Administration
Steven Mielke, Executive Director
CITY COUNCIL
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Eugene Maxwell
Richard Brausen
Karen Jensen
Diane Johnson
Bruce Rowan
Mayor
Council Member
Council Member
Council Member
Council Member
Administration
Steven Mielke, City Manager
Lori Yager, Finance Director
Terry Obermaier, City Clerk
PROFESSIONAL SERVICES
Miller, Steiner & Curtiss, P.A., City Attorney, Hopkins, Minnesota
K~,nnedy & Graven, Chartered, Bond Counsel, Minneapolis, Minnesota
Ehlers & Associates, Inc., Financial Advisors, Roseville, Minnesota
(Other offices located in Brookfield, Wisconsin and Naperville, Illinois)
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INTRODUCTORY STATEMENT
This Preliminary Official Statement contains certain information regarding the Housing and Redevelopment Authority
in and for the City of Hopkins, Minnesota (the "Authority") and the issuance of its $3,050,000 Public Facility Lease
Revenue Bonds, Series 2003A (Police Station Improvements) (the "Bonds"). Any descriptions or summaries of the
Bonds, statutes, or documents included herein are not intended to be complete and are qualified in their entirety by
reference to such statutes and documents and the form of the Bonds to be included in the Award Resolution.
Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Finanoial Advisor"), Roseville, Minnesota,
(651) 697 -8500, the Authority's Financial Advisor. A copy of this Preliminary Official Statement may be downloaded
from Ehlers' web site at www.ehlers-inc.com by connecting to the link to the Bond Sales and following the directions
at the top of the site.
THE BONDS
GENERAL
The Bonds will be issued in fully registered form as to both principal and interest in denominations of $5,000 each
or any integral multiple thereof, and will be dated, as originally issued, as of June 1,2003. The Bonds will mature
on February 1 in the years and amounts set forth on the cover of this Preliminary Official Statement. Interest will be
payable on February 1 and August 1 of each year, commencing February 1, 2004, to the registered owners of the
Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business
day) of the immediately preceding month. Interest will be computed upon the basis ofa 360-day year of twelve 30-
day months and will be rounded pursuant to rules of the MSRB. All Bonds of the same maturity will bear interest
from date of issue until paid at a single, uniform rate.
The Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"),
New York, New York: (See "Book-Entry-Only System" herein.) As long as the Bonds are held under the book-entry
system, beneficial ownership interests in the Bonds may be acquired in book-entry form only, and all payments of
principal of, premium, if any, and interest on the Bonds shall be made through the facilities of DTC and its
Participants. If the book-entry system is terminated, principal of, premium, if any, and interest on the Bonds shall
be payable as provided in the Award Resolution.
The Authority has selected Bankers Trust Company, Des Moines, Iowa, to act as paying agent and trustee (the
"Paying Agent/Trustee"). The Authority will pay the charges for Paying Agent and Trustee services. The Authority
reserves the right to remove the Paying Agent/Trustee and to appoint a successor.
Optional Redemption
At the option of the Authority, Bonds maturing on or after February 1, 2015 shall be subject to prior payment on
February 1,2014 or any date thereafter, at a price of par and accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection
of the Bonds remaining unpaid to be prepaid shall be at the discretion of the Authority. If only part of the Bonds
having a common maturity date are called for prepayment, the Authority or Paying Agent/Trustee, if any, will notify
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
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ownership interest in such maturity to be redeemed.
Notice of such call shall be given by mailing a notice not more than 60 days and not fewer than 30 days prior to the
date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the
registration books.
AUTHORITY; PURPOSE
The $3,050,000 Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements) (the "Bonds")
are being issued by the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the
"Authority") pursuant to Minnesota Statutes, Section 465.71 and a Trust Indenture dated as of June 1, 2003 (the
"Indenture") between the Authority and Bankers Trust Company, Des Moines, Iowa as trustee (the "Trustee").
Proceeds of the Bonds will be used to renovate the former fire station and portions of the City Hall for an expanded
police facility (the "Facilities")on a Site leased by the Authority from the City of Hopkins (the "City") pursuant to
a Ground Lease dated as of June 1, 2003 (the "Ground Lease"). The Authority will lease the Site and the Facilities
to the City pursuant to a Lease-Purchase Agreement dated as of June 1,2003 (the "Lease"). An Assignment and
Security Agreement dated as of June 1,2003 (the "Assignment") will be entered into by the Authority pursuant to
which the Authority will assign to the Trustee all of the Authority's right, title and interest in and to the Site, the
Facilities, the Ground Lease, the Lease and the Lease Payments to be made by the City under the Lease (other than
certain rights to indemnification and payment of expenses of the Authority). '
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Brief descriptions of the Authority, the City, the Facilities, the Lease, the Ground Lease, the Indenture, and the
Assignment are included in the Preliminary Official Statement. Such descriptions do not purport to be comprehensive
or definitive. Copies of the documents in their entirety are available from Ehlers & Associates, Inc., 3060 Centre
Pointe Drive, Roseville, Minnesota 55113-1105. All references to the Bonds are qualified in their entirety by the
definitive forms thereof and the information with respect thereto included in the above-mentioned documents.
The Authority is a body politic and corporate, organized under and pursuant to the Constitution and laws of
the State of Minnesota and, as authorized by Minnesota Statutes, Sections 469.001 through 469.047. The
Authority has good right and lawful authority to lease property, to acquire and lease the Facilities to the City
pursuant to the Lease, and to receive and pledge the revenues from the Facilities, in accordance with the terms
ofthe Lease and as provided in the Indenture. The Authority is authorized to enter into the Indenture and the
Lease.
The City is a body politic and corporate, organized under and pursuant to the Constitution and laws of the
State of Minnesota. The City has the right and lawful authority to lease the Facilities from the Authority and
to make rental payments therefor as set forth in the Lease.
The Facilities will include renovation of the former fire station and portions of the City Hall for an expanded
police facility.
The Lease: Pursuant to the Lease, the Authority will lease the facility to the City, subject to the City's right
to terminate the Lease at the end of any Fiscal Year. Lease Payments are to be made by the City in amounts
sufficient to pay the principal of and interest on the Bonds when due.
.
2
Ground Lease: Pursuant to the Ground Lease, the City will lease the Site on which the Facilities are to be
constructed to the Authority, as amended or supplemented from time to time.
The Indenture: The Authority will issue the Bonds pursuant to the Indenture, and the Indenture sets forth
the rights and obligations of the Authority, the Trustee and the Bondholders with respect thereto.
The Assignment: Pursuant to the Assignment, the Authority will assign all of its right, title and interest in
and to the Site, the Facilities, the Ground Lease, the Lease and the Lease Payments (other than certain rights
to indemnification and payment of expenses) to the Trustee, for the benefit of the Owners of the Bonds.
ESTIMATED SOURCES AND USES
Sources
Par Amount of Bonds
Total Sources
$3,050,000
$3,050,000
Uses
'.
Project Costs
Discount Allowance
Finance Related Expenses
Capitalized Interest
Debt Service Reserve Fund
Contingency
Total Uses
$2,620,000
53,375
50,000
86,947
238,955
723
$3,050,000
SECURITY
The Bonds are valid and binding special, limited obligations of the Authority payable solely from and secured by a
pledge of lease payments to be made to the Authority by the City pursuant to the Lease. The Bonds do not constitute
a general obligation of the A uthority or the City and are not a charge against the general credit of the Authority and
shall not constitute a charge, lien or encumbrance legal or equitable, upon any property of the Authority, except the
interest of the Authority in the Lease. The City's obligation to make rental payments under the Lease is subject to
its annual right to terminate the Lease at the end of any fiscal year by failure to appropriate the funds. (See Risk
Factors herein).
It is the intent of the City to levy ad valorem taxes in an amount sufficient to make rental payments required under
the Lease. The levy for this purpose is currently not subject to any statutory limit as to rate or amount, but it is subject
to the City's general obligation debt limit.
In the event the annual appropriation is not made, the Trustee is entitled to repossession and the right to re-lease the
buildings and the Authority's interest in the land, who on behalf of the owners of the Bonds will attempt to sell or
sublease and operate the Facilities. There is no assurance that the Trustee will be able to re-lease the interest in the
building(s) and land, or to do so for amounts that would pay all interest and principal on the Bonds.
3
.
.
.
RATING
General obligation debt ofthe City is currently rated "AI" by Moody's Investors Service, Inc., and "AA-" by Standard
& Poor's. The outstanding debt of the Authority is currently rated "A2" by Moody's Investors Service, Inc., and
"A+" by Standard & Poor's.
The Authority has requested a rating on this issue from Moody's Investors Service, Inc. and Standard & Poor's, and
bidders will be notified as to the assigned ratings prior to the sale. Such ratings, if and when received, will reflect only
the view of the rating agencies and any explanations of the significance of such ratings may only be obtained from
Moody's Investors Service and Standard & Poor's. There is no assurance that such ratings, if and when received, will
continue for any period oftime or that either will not be revised or withdrawn. Any revision or withdrawal of a rating
may have an effect on the market price of the Bonds.
CONTINUING DISCLOSURE
In order to comply with the provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission
under the Securities Exchange Act of 1934 (the "Rule") the City has entered into an undertaking (the "Undertaking")
for the benefit of the holders ofthe Bonds. Through the Undertaking, the City covenants and agrees to provide certain
annual financial information and operating data about the City and to provide notice of the occurrence of certain
material events. This information shall be provided according to the time parameters described in the Undertaking
and to the information repositories and the Municipal Securities Rulemaking Board as required by the Rule. The
specific provisions of the Undertaking are set forth in the Continuing Disclosure Certificate in substantially the form
attached hereto as Appendix D. The Continuing Disclosure Certificate will be executed and delivered by the City at
the time the Bonds are delivered. The City is the only "obligated person" with respect to the Bonds within.the
meaning of the Rule. The City has complied in all material respects with any previous undertaking under the
Rule.
LEGAL OPINION
An opinion as to the validity of the Bonds and the exemption from taxation of the interest thereon will be furnished
by Kennedy & Graven, Chartered, of Minneapolis, Minnesota, bond counsel to the Authority, and will accompany
the Bonds. The legal opinion will state that the Bonds are valid and binding special obligations of the Authority
enforceable in accordance with their terms, except to the extent to which enforceability may be limited by Minnesota
or United States laws relating to bankruptcy, reorganization, moratorium or creditors' rights generally.
TAX EXEMPTION
In the opinion of Bond Counsel, under existing statutes, regulations, rulings and decisions, interest on the Bonds is
not includible in the "gross income" of the owners thereof for purposes of federal income taxation and is not
includable in taxable net income of individuals, estates or trusts for purposes of State of Minnesota income taxation,
but is subject to State of Minnesota franchise taxes measured by income that are imposed upon corporations, including
financial institutions.
Noncompliance following the issuance of the Bonds with certain requirements of the Internal Revenue Code of 1986,
as amended, (the "Code") and covenants of the bond resolution may result in the inclusion of interest on the Bonds
in gross income (for federal tax purposes) and taxable net income (for State of Minnesota tax purposes) of the owners
4
.
thereof. No provision has been made for redemption of the Bonds, or for an increase in the interest rate on the Bonds,
in the event that interest on the Bonds becomes subject to United States or State of Minnesota income taxation.
The Code imposes an alternative minimum tax with respect to individuals and corporations on alternative minimum
taxable income. Interest on the Bonds will not be treated as a preference item in calculating alternative minimum
taxable income. The Code provides, however, that a portion of the adjusted current earnings of a corporation not
otherwise included in the minimum tax base would be included for purposes of calculating the alternative minimum
tax that may be imposed with respect to corporations. Adjusted current earnings include income received that is
otherwise exempt from taxation such as interest on the Bonds.
The Code provides that in the case of an insurance company subject to the tax imposed by Section 831 of the Code,
the amount which otherwise would be taken into account as "losses incurred" under Section 832(b )(5) shall be reduced
by an amount equal to 15% of the interest on the Bonds that is received or accrued during the taxable year.
Interest on the Bonds may be included in the income of a foreign corporation for purposes of the branch profits tax
imposed by Section 884 of the Code. Under certain circumstances, interest on the Bonds may be subject to the tax
on "excess net passive income" of Subchapter S corporations imposed by Section 1375 of the Code.
The above is not a comprehensive list of all Federal tax consequences which may arise from the receipt of interest
on the Bonds. The receipt of interest on the Bonds may otherwise affect the Federal or State income tax liability of
the recipient based on the particular taxes to which the recipient is subject and the particular tax status of other items
or deductions. Bond Counsel expresses no opinion regarding any such consequences. All prospective purchasers of
the Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for,
purchasing or holding the Bonds.
.
QUALIFIED TAX-EXEMPT OBLIGATIONS
The Authority will designate the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b )(3) of
the Code relating to the ability offinancial institutions to deduct from income for federal income tax purposes, interest
expense that is allocable to carrying and acquiring tax-exempt obligations.
FINANCIAL ADVISOR
Ehlers has served as Financial Advisor to the Authority in connection with the issuance of the Bonds. The Financial
Advisor will not participate in the underwriting of the Bonds. The financial information included in the Preliminary
Official Statement has been compiled by the Financial Advisor. Such information does not purport to be a review,
audit or certified forecast of future events and may not conform with accounting principles applicable to compilations
of financial information. Ehlers is not a firm of certified public accountants.
.
\
5
RISK FACTORS
Following is a description of possible risks to holders of these Bonds without weighting as to probability. This
description of risks is not intended to be all-inclusive, and there may be other risks not now perceived or listed here.
Non-Appropriation Risk: The City's obligation to make annual lease payments on the Bonds is subject to annual
appropriation by the City Council for each fiscal year during the term of the Lease. In the event the annual
appropriation is not made, the Authority and the Trustee are entitled to repossession and the right to re-lease the
building and the Authority's interest in the land. Thefe is no assurance that the Authority and the Trustee will be able
to re-lease the interest in the building and land, or to do so for amounts that would pay all interest and principal on
the Bonds.
.
Remedies: Remedies provided for in the Lease may be unenforceable, or enforcement may be delayed or be subject
to judicial discretion, as a result of the application of principles of equity or of state and federal laws relating to
bankruptcy, other forms of debtor relief, and creditors' rights generally. Without limitation of the foregoing, the
assignment to the Trustee of the rights and interests of the Authority as security for the payment of the principal of
and interest on the Bonds, pursuant to the terms of the Indenture and the Assignment, may be deemed by a court to
be a mortgage or an equitable mortgage and not a present assignment of rights, title, and interests, and the exercise
of any rights, title, or interests under the Assignment may be subject, therefore, to (a) payment of the mortgage
registry tax, and (b) the requirements of foreclosure of a mortgage by action and the running of any applicable
redemption periods. As a result, the claims of intervening third parties may take priority over the claims of the Trustee
under the Assignment. In addition, during the period of time in which the mortgage registry tax is to be paid, a
foreclosure action is then undertaken and completed, and any applicable redemption period expires, the Trustee will
not be entitled to possession of the Project and will not be permitted to re-lease the Project or collect rents to be
applied to debt service obligations on the Bonds. No assurance can be given that, upon the occurrence of an Event
of Default or the termination of either or both of the Lease by the City, the Trustee will have funds available for the
payment of the mortgage registry tax.
Inability To Liquidate, Or Delay In Liquidating, The Project: An Event of Default under the Lease gives the
Authority the right to possession of, and the right to lease or liquidate the Project, subject to encumbrances allowed by the
Lease. The enforceability of the Bonds and the Resolution are subject to applicable bankruptcy laws, equitable principles
affecting the enforcement of creditors' rights generally and liens securing such rights. A potential purchaser should not
anticipate that lease or liquidation could be accomplished rapidly. Any delays in the ability of the Authority to obtain
unencumbered title to the Project will result in delays in the payment of Bonds. No assurance can be given that any
amounts received upon lease or liquidation of the Project would be sufficient to pay the principal of the Bonds and interest
accrued thereon.
State Actions: Many elements of local government finance, including the issuance of debt and the levy of property
taxes, are controlled by state government. Past and future actions of the State may affect the overall financial
condition of the City, the taxable value of property within the City, and the ability of the City to levy property taxes.
The Minnesota legislature is considering various bills that could significantly affect the financial condition of the City.
Three bills pending in the Minnesota Legislature would affect the ability of municipalities to issue new debt or enter
into lease-purchase transactions, and the total amount of taxes that may be levied.
Senate File 330 ("SF 330") as currently drafted prohibits the issuance of new debt, including lease-purchase
transactions, after March 31 st if issuing the debt would require a debt service levy first becoming payable in 2004 or
2005. House File 1590 ("HF 1590") contains similar restrictions, but affects debt sold after May 31,2003. Both bills
contain exceptions for certain refunding debt and for debt if the total debt service levies first becoming payable in
2004 do not exceed the amount of the total debt service levies for taxes payable in 2003. An author's amendment to
SF 330 was adopted by the Senate Tax Committee to change the March 31 date to May 31. This amendment was not
6
included in the first engrossment of SF 330. The author of SF 330 has indicated that he will amend SF 330 to provide
for a May 31 effective date (the same as the effective date in the companion HF 1590). However, if SF 330 is enacted
with an effective date of March 31,2003, by its tenns it would retroactively prohibit the issuance of bonds issued after
that date (unless the bonds are eligible for one of the exceptions described in the bill). It is not clear whether a court
would uphold legislation that retroactively prohibits the issuance of the bonds. The Bonds would be prohibited if
the bill were enacted with a March 31, 2003 effective date.
House File 751 ("HF 751 ") establishes levy limits for most municipalities and provides that many debt service
payments are no longer treated as special levies outside levy limits. Senate File 748 ("SF 748") is a companion bill
in the Senate. Under HF 751 as currently drafted, levies made by the City under the Lease would be subject
to levy limits. However, Under SF 748 as amended by the Senate Tax Committee, the Bonds meet certain
exceptions such that levies for the Bonds are not included in levy limits. Both HF 751 and SF 748 make increases
in property taxes subject to a reverse referendum. If a referendum is required and voters do not approve an increase
in property taxes, the municipality will be required to extend its debt service levies, but will have to reduce operating
levies in order to stay within the levy limits. The Bonds are subject to these provisions under both HF 751 and
SF 748.
House File 1597 ("HF 1597") is an omnibus tax bill that incorporates certain features ofHF 751, with important
exceptions. The bill does not subject debt levies (including levies under lease-purchase agreements such as the Lease)
to levy limits, and it excludes general obligation bonds from reverse referendum procedures. However, levies made
by the City under the Lease would be subject to reverse referendum procedures under HF 1597 as approved
by the House. If HF 1597 becomes law instead of HF 751, the ability of issuers to levy for most debt will be
unaffect~d, though the bill could affect the financial condition of issuers in other respects.
.
It is not possible to predict whether SF 330, HF 1590, HF 751, SF 749 or HF 1597 will become law and, if enacted,
what their impact will be on the financial condition of the Issuer.
Ratings; Interest Rates: In the future, the Authority's credit rating may be reduced or withdrawn, or interest rates
for this type of obligation may rise generally, both possibilities resulting in a reduction in the value of the obligations
for resale prior to maturity.
Tax Exemption: If the federal government or the State of Minnesota taxes the interest on municipal obligations
directly or indirectly., the value ofthe Bonds may fall for purposes of resale. Noncompliance following the issuance
of the Bonds with certain requirements of the Code and covenants of the bond resolution may result in the inclusion
of interest on the Bonds in gross income of the recipient for United States or in taxable net income of individuals,
estates or trusts for State of Minnesota income tax purposes. No provision has been made for redemption of the
Bonds, or for an increase in the interest rate on the Bonds, in the event that interest on the Bonds becomes subject to
United States or State of Minnesota income taxation, retroactive to the date of issuance.
The 1995 Minnesota Legislature enacted a statement of intent that interest on obligations of Minnesota governmental
units and Indian tribes be included in net income of individuals, estates and trusts for Minnesota income tax purposes
if a court detennines that Minnesota's exemption of such interest unlawfully discriminates against interstate commerce
because interest on obligations of governmental issuers located in other states is so included. This provision applies
to taxable years that begin during or after the calendar year in which any such court decision becomes final,
irrespective of the date on which the obligations were issued. The Authority is not aware of any judicial decision
holding that a state's exemption of interest on its own bonds or those of its political subdivisions or Indian tribes, but
not of interest on the bonds of other states or their political subdivisions or Indian tribes, unlawfully discriminates
against interstate commerce or otherwise contravenes the United States Constitution. Nevertheless, the Authority
cannot predict the likelihood that interest on the Bonds would become taxable under this Minnesota statutory
prOVlSlon.
7
Continuing Disclosure: A failure by the Authority to comply with the Undertaking for continuing disclosure (as
described herein) will not constitute an event of default on the Bonds. Any such failure must be reported in
accordance with the Rule and must be considered by any broker, dealer, or municipal securities dealer before
recommending the purchase or sale of the Bonds in the secondary market. Such a failure may adversely affect the
transferability and liquidity of the Bonds and their market price.
State Economy; State Aids: State cash flow problems could affect local governments and possibly increase property
taxes.
Book-Entry-Only System: The timely credit of payments for principal and interest on the Bonds to the accounts of
the Beneficial Owners of the Bonds may be delayed due to the customary practices, standing instructions or for other
unknown reasons by DTC, participants or indirect participants. Since the notice of redemption or other notices to
holders of these obligations will be delivered by the Authority to DTC only, there may be a delay or failure by DTC,
DTC participants or indirect participants to notify the Beneficial Owners of the Bonds.
Economy: A combination of economic, climatic, political or civil disruptions or terrorist actions could affect the local
economy and result in reduced tax collections and/or increased demands upon local government.
.
.
8
V ALUA liONS
OVERVIEW
All non-exempt property is subject to taxation by local taxing districts. Exempt real property includes Indian lands, public property, and
educational, religious and charitable institutions. Most personal property is exempt from taxation (except investor-owned utility mains,
generating plants, etc.).
The valuation of property in Minnesota consists of two elements. (I) The estimated market value IS set by city or county assessors. Not less
than 25% of all real properties are to be appraised by local assessors each year. (2) Thc tax capacity (taxable) value of property is determined
by class rates set by the State Legislature. The tax capacity rate varies according to the classIfication of the property. Tax capacity represents
a percent of estimated market value.
The property tax rate for a local taxing jurisdiction is determined by dividing the total tax capacity or market value of property within the
jUrisdiction into the dollars to be raised from the levy. State law determines whether a levy is spread on tax capacity or market value. Major
classifications and the percentages by which tax capacity is determined are:
Type of Property 2000/01 2001/02 2002/03
Residential homestead' First $76,000 - 1.00% First $500,000 - 1.00% First $500,000 - 1.00%
Over $76,000 - 1.65% Over $500,000 - 1.25% Over $500,000 - 1.25%
Agricultural homestead I First $76,000 HGA - 1.00% First $500,000 HGA - 1.00% First $500,000 HGA - 1.00%
Over $76,000 HGA - 1.65% Over $500,000 HGA - 1.25% Over $500,000 HGA - 1.25%
Land to $115,000 - .35% First $600,000 - 0.55% 2 First $600,000 - 0.55% 2
Land $115,000 - $600,000 - .8% Over $600,000 - 1.00% 2 Over $600,000 - 1.00% 2
Land over $600,000 - 1.20%
Agricultural non-homestead Land - 1.20% Land - 1.00% 2 Land - 1.00% 2
. Seasonal recreational residentiaP First $76,000 - 1.20% First $500,000 - 1.00% 4 First $500,000 _ 1.00% 4
Over $76,000 - 1.65% Over $500.000 - 1.25% 4 Over $500,000 _ 1.25% 4
Residential non-homestead: 1 unit - First $76,000- 1.20% 1 unit - 1st $500,000 - 1.00% 1 unit - 1 st $500,000 - 1.00%
Over $76,000 - 1.65% Over $500,000 - 1.25% Over $500,000 - 1.25%
2-3 units - 1.65% 2-3 units - 1.50% 6 2-3 units - 1.25%
4 or more - 2.40% 4 or more - 1.80% 6 4 or more - 1.25%
Small Citys - 2.15% Small City S _ 1.80% 6 Small City S - 1.25%
Industrial/CommerciallUti lity7 First $150,000 - 2.40% First $150,000 - 1.50% First $150,000 - 1.50%
Over $150,000 - 3.40% Over $150,000 - 2.00% Over $150,000 - 2.00%
A residential property qualifies as "homestead" if it is occupied by the owner or a relative of the owner on the assessment date.
Applies to land and buildings. Exempt from referendum market value tax.
For seasonal recreational residential property, the class rate percentages for the new statewide general tax beginning with taxes payable
in 2002 are: First $76,000 - 0.4%, next $424,000 - 1.0%, and over $500,000 - 1.25%.
Exempt from referendum market value tax.
Cities of 5,000 population or less and located entirely outside the seven-county metropolitan area and the adjacent nine-county area and
whose boundaries are 15 miles or more from the boundaries of a Minnesota city with a population of over 5,000.
6
Rate falls to 1.25% in pay 2003 and thereafter.
.
The estimated market value of utility property is determined by the Minnesota Department of Revenue.
9
CURRENT PROPERTY VALUATIONS
Estimated Full Value of Taxable Property, 2002/03
Real Estate
Personal Property
Total Valuation
Less: Captured Tax Increment Tax Capacity2
Fiscal Disparities Contribution3
Taxable Net Tax Capacity
Plus: Fiscal Disparities Distribution3
Adjusted Taxable Net Tax Capacity
2002/03
Assessor's
Taxable
Market Value
$1,058,054,200
7,981,200
$1,066,035,400
.
$1350,689,576 I
2002/03
Net Tax
Capacity
$14,033,663
158,981
$14,192,644
(1,659,191)
(1,405,135)
, $11,128,318
1,521,412
$12,649,730
According to the Minnesota Department of Revenue, the Assessor's Taxable Market Value (the "A TMV") for the
City of Hopkins is about 78.8% of the actual selling prices of property most recently sold in the City. That sales
ratio was calculated by comparing the selling prices with the A TMV. Dividing the A TMV of real estate by 0.788
and adding personal property and mobile home ATMV, if any, results in an "Estimated Full Value of Taxable
Property" for the City of $1 ,350,689,576.
The captured tax increment value shown above represents the captured net tax capacity of tax increment financing
districts in the City of Hopkins.
Each community in the seven-county metropolitan area contributes 40% of its new industrial and commercial
valuation to an area pool which is then distributed among the municipalities on the basis of population, special
needs, etc. Each governmental unit makes a contribution and receives a distribution--sometimes gaining and
sometimes contributing net tax capacity for tax purposes.
10
.
2002/03 NET TAX CAPACITY BY CLASSIFICATION
2002/03 Percent of Total
Net Tax Capacity Net Tax Capacity
Residential homestead $ 5,903,083 41.59%
Commercial/industrial 4,996,301 35.20%
Railroad operating property 26,320 0.19%
Non-homestead residential 3,103,609 21.87%
Commercial & residential seasonal/rec. 1,755 0.01%
Other 2,595 0.02%
Personal property 158,981 1.12%
Total $14,192,644 100.00%
TREND OF VALUATIONS
. Adjusted
Assessor's Taxable
Levy Taxable Net Tax Net Tax Percent +/- in Assessor's
Year Market Value Capacity! Capacity2 Taxable Market Value
3 3
1998/99 $ 733,284,400 $14,795,516 $13,502,822 + 9.66%
3 3
1999/00 795,182,000 15,771,599 14,442,812 + 8.44%
2000/01 884,899,400 17,820,610 16,025,438 + 11.28%
3
2001/02 971,202,200 13,559,734 12,077,438 + 9.75%
2002/03 1,066,035,400 14,192,644 12,649,730 + 9.76%
Net Tax Capacity is before fiscal disparities adjustments and includes tax increment values.
Adjusted Taxable Net Tax Capacity is after fiscal disparities adjustments and does not include tax increment
values.
The Minnesota Legislatures reduced some of the "class rates" used to calculate Net Tax Capacity values in levy
years 1998, 1999, and 2001. The lower rates reduce the amount of Taxable Market Value that converts to value
for the calculation of property taxes and tax rates.
11
LARGER TAXPAYING PARCELS!
2002/03 2002/03
Assessor's Taxable Net Tax
Taxpayer Type of Property Market Value Capacity2
Super Valu Stores Inc. Industrial $52,692,000 $1,051,590
Duke Realty Corporation Commercial/Industrial 14,196,000 282,420
Southwest Real Estate Inc. Apartments 18,487,000 277 ,305
Ramsgate Apartments LLC Housing - low income 15,614,000 227,965
Glaser Financial Group Inc. Apartments 11,534,000 173,010
Auburn Limited Partnership Apartments 10,579,000 158,685
Greenfield Apartments General Partnership Apartments 10,554,000 158,310
Rosewood West Apartments 8,466,000 126,990
Fleming Companies Inc. Industrial 6,131,000 121,870
Westside Village Housing ~ low income 8,602,400 119,675
Source: Current Property Valuations, Net Tax Capacity by Classification, Trend of Valuations and Larger
Taxpaying Parcels have been furnished by Hennepin County.
.
Hennepin County has provided only the ten largest taxpayingparcels which appear on the tax rolls of the County,
and therefore the information stated above may not be reflective of the entire valuation of all parcels and may not
include all classifications of property.
Beginning with taxes payable in 1998, the State of Minnesota reduced the "class rates" used to calculate net tax
capacity for most types of property. This has resulted in a reduction in the net tax capacity of some parcels.
12
.
DEBT
DIRECT DEBT
Long-Term General Obligation Debt (see schedules following)
Total g.o. debt being paid from tax increment revenues
Total g.o. debt being paid from special assessments and taxes
Total g.o. debt being paid from special assessments, revenues and taxes
Total g.o. debt being paid from housing improvement area fees
Total g.o. debt being paid from revenues (includes the 2003A Bonds of the City)
$ 6,945,709
1,595,000
3,265,000
5,900,000
4,270,000
Total Long~ Term General Obligation Debt
Less: Funds on hand for debt redemption as of March 31, 2003'
Less: G.O. debt being paid entirely from revenues
$21,975,709
(1,321,929)
(4,270,000)
Net Long-Term General Obligation Debt
$16,383,780
Non-General Obligation Lease Payable from Annual Appropriations (see schedule following)
Total non-general obligation lease being paid solely from annual appropriations
(includes the Series 2003A Bonds of the Housing and Redevelopment Authority)
$13,810,000
Funds on hand for debt redemption (available for payment of principal and interest) have been deducted from total
g.o. debt to determine net g.o. debt.
13
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.
DEBT LIMIT
The statutory limit on debt of Minnesota municipalities other than school districts or cities of the first class (Minnesota
Statutes, Section 475.53, subd. 1) is 2% of the Assessor's Taxable Market Value of all taxable property within its
boundaries. "Net debt" (Minnesota Statutes, Section 475.51, subd. 4) is the amount remaining after deducting from
gross debt: (1) obligations payable wholly or partly from special assessments levied against benefitted property; (2)
warrants or orders having no definite or fixed maturity; (3) obligations issued to finance any public revenue producing
convenience (e.g. the Series 2003A Bonds of the City); (4) obligations issued to create or maintain a penn anent
improvement revolving fund; (5) funds held as sinking funds for payment of principal and interest on debt other than
those deductible under 1-4 above; (6) other obligations which are not to be included in computing the net debt of a
municipality under the provisions of the law authorizing their issuance.
Assessor's Taxable Market Value
Multiply by 2%
Statutory Debt Limit
Less: Long- Tenn Debt Outstanding Being Paid Solely from Taxes
Less: Long- Tenn Debt Outstanding Being Paid Solely from Annual
Appropriations (applies to issues in excess of $1,000,000 issued
after 6/1/97) (includes the Series 2003A Bonds of the HRA)
Unused Debt Limit
20
$1,066,035,400
0.02
$ 21,320,708
o
(13,810,000)
$ 7,510,708
.
.
OVERLAPPING DEBT'
Taxing District
Hennepin County
LS.D. No. 270 (Hopkins)
LS.D. No. 283 (St. Louis Park)
Metropolitan Council
Suburban Hennepin Reg. Park Dist.
City's Share of Total Overlapping Debt
2002/03
Adjusted
Taxable Net
Tax Capacity
$ 987,427,336
73,289,395
37,038,932
3
1,964,914,748
736,733,176
0/0 In
City
1.2811%
17.2600%
0.4648%
0.6147%
1.7170%
Total
G.O. Debt
2
$333,715,000
83,260,000
49,645,000
4
130,495,000
2,035,000
City's
Proportionate
Share
$ 4,275,155
14,370,654
230,762
802,093
34,941
$19,713,605
Only those taxing jurisdictions with general obligation debt outstanding are included in this section. Does not
include non-general obligation debt, short-term general obligation debt, or general obligation tax/aid anticipation
certificates of indebtedness.
Hennepin County also has $81,680,000 General Obligation Solid Waste Revenue Boqds outstanding which are
payable entirely from the County's solid waste enterprise fund; $14,935,000 General Obligation Bonds, Series
1997 A (Century Plaza Debt) which are expected to be paid from building rental fees from County departments
and non-County tenants; and $2,285,000 General Obligation Ice Arena Revenue Bonds which are expected to
be paid from building rental payments from Augsburg College. These issues have not been included in the
overlapping debt or debt ratios.
Represents the 2001/02 Adjusted Taxable Net Tax Capacity. The 2002/03 value is not yet available.
The above debt includes all outstanding general obligation debt supported by taxes of the Metropolitan Council.
The Council also has general obligation sewer revenue bonds and loans outstanding which are supported entirely
by revenues which have not been included in the Overlapping Debt or Debt Ratios sections.
21
. DEBT RATIOS
Debt/Estimated
Full Value of Debt/I7,250
Taxable Property Estimated
G.O. Debt ($1,350,689,576) Population
Direct G.O. Debt Being Paid From:
Tax Increment Revenues $ 6,945,709
Special Assessments and Taxes 1,595,000
Special Assessments, Revenues and Taxes 3,265,000
Housing Improvement Area Fees 5,900,000
Revenues 4,270,000
Total General Obligation Debt $21,975,709
Less: Funds on Handl (1,321,929)
Less: G.O. Debt Paid Entirely from Revenues (4,270,000)
Net General Obligation Debt $ 20,653,780 1.53% $1,197.32
City's Share of Total Overlapping Debt $19,713,605 1.46% $1,142.82
Note: Debt service on the City's general obligation revenue debt is being paid entirely from revenues and therefore
is considered self-supporting debt.
DEBT PAYMENT HISTORY
The City has never defaulted in the payment of principal and interest on its debt.
FUTURE FINANCING
The City of Hopkins is issuing $1,265,000 General Obligation Stonn Sewer Revenue Bonds, Series 2003A on May
20,2003. The Housing and Redevelopment Authority in and for the City of Hopkins will also be issuing $3,050,000
Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements) on May 20, 2003.
.
Funds on hand for debt redemption (available for payment of principal and interest) have been deducted from total
general obligation debt to detennine net general obligation debt.
22
TAX LEVIES AND COLLECTIONS
TAX COLLECTIONS
1998/99
1999/00
2000101
2001/02
2002103
Certified
, Levyl
$4,421,906
4,672,756
5,012,361
6,591,140
7,168,252
Total Collected
Following Year
Collected
to Date2
% Collected
Tax Year
$4,367,820 $4,418,582 99.92%
4,600,451 4,667,385 99.89%
4,985,846 5,006,942 99.89%
6,547,935 6,547,935 99.34%
~-----------------------------------------------------~
I In process of collection I
L_____________________________________________________~
Property taxes are collected in two installments in Minnesota--the first by May 15 and the second by October 15.
Mobile home taxes are collectible in full by August 31. Minnesota Statutes require that levies (taxes and special
assessments) for debt service be at least 105% of the actual debt service requirements to allow for delinquencies.
. LEVY LIMITS
The State Legislature has periodically imposed limitations on the ability of municipalities to levy property taxes. In
2001, the Legislature imposed levy limits for all counties and all cities over 2,500 population for taxes payable in
2002 and 2003. These limitations do not apply to taxes levied to pay debt service. While these limitations apply for
two years, the potential exists for future legislation to limit the ability of local governments to levy property taxes.
All previous limitations have not limited the ability to levy for the payment of debt service on bonded indebtedness.
For more detailed information about Minnesota levy limits, contact the Minnesota Department of Revenue or Ehlers
& Associates.
This reflects the Final Levy Certification of the City after all adjustments have been made.
Collections are through December 31, 2002.
23
TAX CAPACITY RATES!
1998/99 1999/00 2000/01 2001/022 2002/03
Hennepin County 40.994% 39.655% 37.624% 50.409% 50.607%
City of Hopkins 32.442% 32.192% 31.136% 54.796% 56.925%
3
I.S.D. No. 270 (Hopkins) 58.941% 56.560% 44.220% 15.034% 20.588%
I.S.D. No. 283 (St. Louis Park) 63.140% 74.155% 51.126% 26.557% 26.238%
Metro Mosquito 0.346% 0.351% 0.324% 0.506% 0.567%
Metro Council 0.914% 0.869% 0.814% 1.490% 1.471 %
Metro Transit 4.775% 4.819% 4.691 % 1.541 % 1. 787%
Hennepin Parks 1.546% 1.488% 1.434% 2.618% 2.695%
Park Museum 0.463% 0.475% 0.476% 0.734% 0.762%
HCRRA 0.509% 0.424% 0.387% 0.179% 0.475%
Referendum Market Value Rates:
I.S.D. No. 270 (Hopkins) 0.08706% 0.13081 % 0.18074% 0.19380% 0.17666%
I.S.D. No. 283 (St. Louis Park) 0.00000% 0.00000% 0.23312% 0.22045% 0.19446%
Source: Tax Collections and Tax Capacity Rates have been furnished by Hennepin County.
After reduction for state aids. Does not include the statewide general property tax against commercial/industrial,
non-homestead resorts and seasonal recreational residential property which is effective with taxes payable in 2002
and 2003.
Tax rates for many cities, townships and counties increased significantly for taxes payable in 2002, due primarily
to reductions in state aids and in class rates used to calculate net tax capacity values.
.
The State of Minnesota enacted significant property tax reform measures in 2001. Among these measures were
several provisions which substantially reduced school district property tax levies, replacing the tax levy funds
with state aid. As a result, tax levies and tax rates for most school districts for taxes payable in 2002 are
substantiaIly less than the comparable figures from prior years.
24
.
.
THE ISSUER
CITY GOVERNMENT
The City of Hopkins was organized as a municipality in 1893 and comprises four square miles. The City operates
under a home rule charter form of government consisting of a five-member City Council, of which the Mayor is a
voting member. The City Manager, Assistant City Manager, City Clerk, and Finance Director are responsible for
administrative duties and financial records.
EMPLOYEES; PENSIONS; UNIONS
The City currently has 114 full-time, 6 part-time, and 100 seasonal employees. All full-time and certain part-time
employees of the City are covered by defined benefit pension plans administered by the Public Employee Retirement
Association of Minnesota (PERA). PERA administers the Public Employees Retirement Fund (PERF) and the Public
Employees Police and Fire Fund (PEPFF) which are cost-sharing multiple-employer retirement plans. PERA members
belong to either the Coordinated Plan or the Basic Plan. Coordinated members are covered by Social Security. See
the Notes to Financial Statements in Appendix A for a detailed description of the Plans.
Recognized and Certified Bargaining Units
Bargaining Unit
Hopkins Municipal Employees Association
International Union of Operating Engineers (Local 49 IUOE)
Hopkins Police Officer Association L.E.L.S. Local 151
Hopkins Police Dispatcher & Public Service Officer Assoc. L.E.L.S.
Hopkins Police Sergeants Union L.E.L.S. Local 171
Status of Contracts
Contracts which expired on December 31, 2002 are currently in negotiations.
LITIGATION
Expiration Date of
Current Contract
December 31, 2002
December 31, 2003
December 31, 2003
December 31, 2003
December 31, 2003
There is no litigation threatened or pending questioning the organization or boundaries of the City or the right of any
of its officers to their respective offices or in any manner questioning their rights and power to execute and deliver
these Bonds or otherwise questioning the validity of these Bonds.
25
FUNDS ON HAND (As of March 31,2003)
Fund
General
Special Revenue
Tax Increment
Debt Service
Internal Service
Capital
Enterprise:
Operating
Debt Service
Total Funds on Hand
Total Cash
and Investments
$ 2,013,704
2,673,272
3,629,338
744,139
2,048,719
13,920,494
1,689,928
577,790
$27,297,384
26
.
ENTERPRISE FUNDS
Cash flows for the City's enterprise funds have been as follows as of December 31 each year:
1999 2000 2001
Water
Total Operating Revenues $ 869,555 $1,065,766 $ 988,725
Less: Operating Expenses (670,177) (679,075) (695,921)
Operating Income $ 199,378 $ 386,691 $ 292,804
Plus: InterestIncome 29,758 106,312 64,689
Net Revenues $ 229,136 $ 493,003 $ 357,493
Sewer
Total Operating Revenues $1,445,968 $1,430,939 $1,408,799
Less: Operating Expenses (1,206,811 ) (1,138,321) (1,225,777)
Operating Income $ 239,157 $ 292,618 $ 183,022
Plus: Interest Income 44,400 96,528 60,090
Net Revenues $ 283,557 $ 389,146 $ 243,112
. Refuse
Total Operating Revenues $ 568,078 $ 564,190 . $ 570,272
Less: Operating Expenses (571,782) (593,444) (642,534)
Operating Income $ (3,704) $ (29,254) $ (72,262)
Plus: InterestIncome 30,569 36,629 29,387
Net Revenues $ 26,865 $ 7,375 $ (42,875)
Storm Sewer
Total Operating Revenues $ 643,303 $ 661,776 $ 676,492
Less: Operating Expenses (84,281 ) (123,082) (118,498)
Operating Income $ 559,022 $ 538,694 $ 557,994
Plus: InterestIncome 38,020 39,981 47,333
Net Revenues $ 597,042 $ 578,675 $ 605,327
Note: The 2002 audit is not yet available.
Enterprise Funds - continued on next page
27
ENTERPRISE FUNDS - continued
1999 2000 2001
Pavillion / Ice Arena
Total Operating Revenues $ 251,114 $ 247,326 $ 266,753
Less: Operating Expenses (247,861) (224,013) (261,512)
Operating Income $ 3,253 $ 23,313 $ 5,241
Plus: Interest Income 2,999 4,321 3,302
Net Revenues $ 6,252 $ 27,634 $ 8,543
Art Center
Total Operating Revenues $ 238,509 $ 199,255 $ 202,617
Less: Operating Expenses (332,395) (340,583) (331,107)
Operating Income $ (93,886) $ (141,328) $ (128,490)
Plus: InterestIncome 12,207 5,208 400
Net Revenues $ (81,679) $ (136,120) $ (128,090)
Skate Park
. Total Operating Revenues N/A $ 56,888 $ 39,299
Less: Operating Expenses N/A (33,739) (51,220)
Operating Income N/A $ 23,149 $ (11,921)
Plus: InterestIncome N/A 1,103 750
Net Revenues N/A $ 24,252 $ (11,171)
Housing Authority
Total Operating Revenues $ 215,079 $ 225,551 $ 209,296
Less: Operating Expenses (209,422) (483,734) (294,619)
Operating Income $ 5,657 $ (258,183) $ (85,323)
Plus: InterestIncome 1,402 2,269 210
Net Revenues $ 7,059 $ (255,914) $ (85,113)
Note: The 2002 audit is not yet available.
28
.
SUMMARY GENERAL FUND INFORMATION
Following are summaries of the assets, liabilities, fund balances, revenues and expenditures for the City's General Fund
for the past five fiscal years. These summaries are not purported to be the complete audited financial statements of
the City. Copies of the complete statements are available upon request. See Appendix A for excerpts from the City's
1999,2000, and 2001 audited financial statements.
FISCAL YEAR ENDING JUNE 30
. COMBINED STATEMENT 1997 1998 1999 2000 2001
Total Revenues $ 6,305,461 $ 6,853,664 $ 7,147,372 $ 7,435,944 $ 7,855,491
Total Expenditures (6,329,523) (6,959,045) (7,101,515) (7,169,886) (7,652,034)
Excess of revenues over (under) expenditures $ (24,062) $ (105,381) $ 45,857 $ 266,058 $ 203,457
Other Financing Sources (Uses)
Operating transfers in 0 0 0 0 0
Operating transfers out (8,479) 0 (3.103) (16,943) (31,379)
Total Other Financing Sources (Uses) $ (8,479) $ 0 $ (3,103) $ (16,943) $ (31,379)
/
Excess 'of revenues and other financing \
sources over (under) expenditures and other $ (32,541 ) $ (105,381) $ 42,754 $ 249,115 $ 172,078
financing uses
General Fund Balance January 1 3,013,865 2,940,139 2,834,758 2,877 ,512 3,126,627
Residual Equity Transfer in (out) (41,185) 0 0 0 (100,000)
General Fund Balance June 30 $ 2,940,139 $ 2,834,758 $2,877,512 $ 3,126,627 $ 3,198,705
DETAILS OF JUNE 30 FUND BALANCE
Reserved $ 74,900 $ 686,708 $ 669,259 $ 652,560 $ 617,388
Unreserved:
Designated 2,627,400 2,143,920 2,202,634 2,446,396 2,561,426
Undesignated 237.839 4.130 5,619 27,671 19,891
Total $ 2,940.139 $ 2,834,758 $ 2,877,512 $ 3,126,627 $ 3,198,705
Note: The 2002 audit is not yet available.
.
29
.
.
.
LOCATION
GENERAL INFORMATION
The City of Hopkins, with a current estimated population of 17,250, comprises an area of four square miles and is
located approximately eight miles southwest of the City of Minneapolis.
LARGER EMPLOYERS IN THE CITY
Firm
Super Valu Inc.
I.S.D. No. 270 (Hopkins)
Thennotech
Oak Ridge Country Club
Chapel View Care Center
Walser Chrysler Jeep
City of Hopkins
Hopkins Care Center
EDCO & Arrowhead Products, Inc.
Rudy Luther's Hopkins Honda
Sungard Financial Systems
Drew Pearson Marketing, Inc.
Type of Business/Product
Food distributor/retailer
Elementary and secondary education
Precision injection moldings
Country club
Nursing home
Auto dealership
Municipal government and services
Nursing home
Outdoor building products
Auto dealership
Data processing
Sports hats & textile bags, aprons & bandanas
No. of
Employees!
1,457
2
1,430
324
190
167
150
145
135
132
125
112
100
Source: Written survey (May, 2003), 2003 Minnesota State Business Directory and the 2003 Minnesota
Manufacturers Register.
Includes full-time, part-time and seasonal.
Includes total number of employees located in facilities throughout Independent School District No. 270
(Hopkins).
30
U.S. CENSUS DATA
Population Trend: City of Hopkins, Minnesota
1990 U.S. Census
2000 U.S. Census
Current State Demographer's Estimate
Percent of Change 1990 - 2000
16,534
17,145
17,250
+ 3.70%
Income and Age Statistics
1999 per capita income
1999 median household income
1999 median family income
2000 median gross rent
2000 median value owner occupied housing
2000 median age
City of Hopkins
$26,759
$39,203
$50,359
$710
$132,400
34.1 yrs.
Hennepin
County
$28,789
$51,711
$65,985
$654
$143,400
34.9 yrs.
Housing Statistics
City of Hopkins
All Housing Units
1990
8,572
Percent of Change
-1.96%
2000
8,404
Source: 1990 and 2000 Census of Population and Housing.
EMPLOYMENT/UNEMPLOYMENT DATA
Rates are not compiled for individual communities within counties.
Year
2000
2001
2002
2003, March
A veral!e Emplovment
Hennepin County
660,421
654,204
671,858
662,915
Averal!e Unemployment
Hennepin County State of Minnesota
2.6% 3.3%
3.2% 3.7%
4.2% 4.4%
4.0% 4.9%
Source: Minnesota Department of Economic Security.
.
31
/
State of
Minnesota
$23,198
$47,111
$56,874
$566
$122,400
35.4 yrs.
. BUILDING PERMITS
1999 2000 2001 2002 20031
New Single Family Homes
No. of building pennits 9 64 14 38 28
Valuation $1,511,625 $7,716,800 $2,533,000 $7,016,600 $4,292,000
New Multiple Familv Buildings
No. of building pennits 0 0 37 0 51
Valuation $0 $0 $3,508,033 $0 $5,336,550
New CommerciallIndustrial
No. of building pennits 7 0 0 5 0
Valuation $24,170,016 $0 $0 $10,901,200 $0
No. of All Building Pennits
(including additions and remodelings) 587 498 531 487 136
Valuation of All Building Pennits
(including additions and remodelings) $42,828,312 $19,764,446 $8,528,000 $34,562,884 $19,503,801
. EDUCATION
Independent School District No. 270 (Hopkins) provides education for 8,320 students in grades K through 12. The
District, with 1,430 employees, owns and operates 3 elementary schools and I preschool facility in the City. Teachers'
contracts in the District are currently settled.
FINANCIAL INSTITUTIONS IN THE CITY
Financial institutions located in the City include the following:
Citizens Independent Bank (Branch of 81. Louis Park)
Hopkins Schools Credit Union
Peoples Community Credit Union
U.S. Bank National Association (Branch of Cincinnati, OH)
Wells Fargo Bank Minnesota, National Association (Branch of Minneapolis)
Source: American Financial Directory.
As of March 31, 2003.
32
.
.
IN-PATIENT MEDICAL FACILITIES IN THE City
Name of Facility
Chapel View Care Center
Hopkins Care Center
Type of Facility
Nursing Home
Nursing Home
No. of Beds
128
138
Source: Directory of Licensed and Certified Health Care Facilities and Services, Minnesota Department of Health
(2003).
N:IMinnsotaIHOPKINSIBISUM\2003A$3050m,june (public fac.hty.hra)los,mtr,2003A (hra police station improvements),wpd
MR:Sl/dll:dh
33
.
.
APPENDIX A
EXCERPTS FROM FINANCIAL STATEMENTS
Reproduced on the following pages are excerpts from the City's audited Financial Statements for the fiscal years ending
December 31, 1999, 2000, and 2001. The Statements have been prepared by the City and audited by a certified public
accountant. Notes (included here for fiscal year ending 2001) are an integral part ofthe audits and any judgment ofthe
Financial Statements should be based on the Statements as a whole.
Copies of the audits and the current budget are available upon request from Ehlers.
Note: The 2002 audit is not yet available.
A-I
.
APPENDIX B
FORM OF LEGAL OPINION
Kennedy
&
Graven
470 PiJlsbury Center
200 South Sixth Street
Minneapolis MN 55402
(612) 337-9300 telephone
(612) 337-9310 fax
htto:/ /www.kennedv-graven.com
CHARTERED
$3,050,000
Housing and Redevelopment Authority in and
For the City of Hopkins, Minnesota
Public Facility Lease Revenue Bonds, Series 2003A
(Police Station Improvements)
.
We have acted as bond counsel in connection with the issuance by the Housing and Redevelopment Authority in
and for the City of Hopkins, Minnesota (the "Authority"), ofits Public Facility Lease Revenue Bonds, Series 2003A (Police
Station Improvements), originally dated June 1,2003 (the "Bonds"), in the total principal amount of$3,050,000. The Bonds
arc being issued pursuant to a Trust Indenture dated as of June 1,2003 (the "Indenture"), between the Authority and Bankers
Trust Company, Des Moines, Iowa, as trustee (the "Trustee"). Proceeds of the Bonds will be used to construct certain
Facilities on a Site leased by the Authority from the City of Hopkins (the "City") pursuant to a Ground Lease dated as of June
1,2003 (the "Ground Lease"). Pursuant to a Lease-Purchase Agreement dated as ofJune 1,2003 (the "Lease"), the Authority
has leased the Site and the Facilities to the City. Pursuant to an Assignment and Security Agreement dated as ofJune 1,2003
(the "Assigrunent"), the Authority has assigned to the Trustee all of the Authority's right, title and interest in and to the Site,
the Facilities, the Ground Lease, the Lease and the Lease Payments to be made by the City under the Lease (other than
certain rights to indemnification and payment of expenses of the Authority).
For the purpose of rendering this opinion we have examined certified copies of certain proceedings taken by the
Authority and the City in the authorization, sale and issuance of the Bonds, including the Indenture, the Ground Lease, the
Lease, the Assigrunent and the form ofthe Bonds, and certain other proceedings and documents furnished by the Authority
and the City. From our examination of such proceedings and other documents, assuming the genuineness of the signatures
thereon and the accuracy of the facts stated therein and ,continuing compliance by the Authority and the City with the
covenants in the Indenture and the Lease to comply with the Internal Revenue Code of 1986, as amended, and based upon
laws, regulations, rulings and decisions in effect on the date hereof, it is our opinion, as of the date hereof, that:
1. The Bonds are in due form, have been duly executed and delivered, and are valid and binding limited
obligations of the Authority, enforceable in accordance with their terms, except as such enforcement may be limited by
Minnesota or United States laws relating to bankruptcy, reorganization, moratorium or creditors' rights.
.
2. The Indenture, the Ground Lease, the Lease and the Assigrunent have been duly executed and delivered
by the parties thereto, and are valid and binding obligations of such parties, enforceable in accordance with their terms,
B-1
.
.
except as such enforcement may be limited by Minnesota or United States laws relating to bankruptcy, reorganization,
moratorium or creditors' rights.
3. The Bonds are not a general obligation of the Authority, and no Owner of a Bond shall ever have the power
to compel the exercise of any taxing power of the Authority for the payment of the Bonds. The principal of and interest on
the Bonds are payable solely from Lease Payments to be made by the City under the Lease and amounts, if any, received
by the Trustee from re-Ieasing the Site and the Facilities following an Event of Default under the Lease or tennination of
the Lease upon non-appropriation by the City. The Lease Payments payable under the Lease are payable solely from moneys
to be appropriated by the City Council of the City for this purpose each year in the City's annual budget, but the City Council
is not required to appropriate or provide moneys for this purpose. If moneys are not appropriated by the City Council for
any year, the Lease will be tenninated at the end of the preceding year, and the City is not required to pay Lease Payments
coming due after such tennination. Neither the Lease nor the City's obligation to pay Lease Payments thereunder, nor the
Bonds, are a general obligation or indebtedness of the City, and the full faith and credit of the City is not pledged for their
payment.
4. Interest on the Bonds is not includable in gross income of the recipient for federal income tax purposes or
in taxable net income for Minnesota income tax purposes, and is not a preference item for purposes of the computation of
the federal alternative minimum tax, or the computation of the Minnesota alternative minimum tax imposed on individuals,
trusts and estates, but such interest is includable in the computation of "adjusted current earnings," used in the calculation
offederal alternative minimum taxable income of corporations, and is subject to Minnesota franchise taxes on corporations
(including financial institutions) measured by income and the alternative minimum tax base. We express no opinion
regarding other federal or state tax consequences arising with respect to the Bonds. The Bonds are not arbitrage bonds and
are not private activity bonds.
We have not been asked and have not undertaken to review the accuracy, completeness or sufficiency of the Official
Statement or other offering material relating to the Bonds, and accordingly we express no opinion with respect thereto.
Dated at Minneapolis, Minnesota,
,2003.
B-2
.
APPENDIX C
BOOK-ENTRY -ONL Y SYSTEM
I. The Depository Trust Company ("DTC"), New York, New York, will act as securities depository for the securities (the
"Securities'~. The Securities will be issued as fully-registered securities registered in the name of Cede & Co. (DTC's
partnership nominee) or such other name as may be requested by an authorized representative of DTC. One
fully-registered Security certificate will be issued for each maturity ofthe Securities, in the aggregate principal amount
of such maturity, and will be deposited with DTC.
2. DTC, the world's largest depository, is a limited-purpose trust company organized under the New York Banking Law,
a "banking organization" within the meaning of the New York Banking Law, a member ofthe Federal Reserve System,
a "clearing corporation" within the meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17 A ofthe Securities Exchange Act of 1934. DTC holds and provides
asset servicing for over 2 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and
money market instruments from over 85 countries that DTC's participants ("Direct Participants'~ deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in
deposited securities, through electronic computerized book-entry transfers and pledges between Direct Participants'
accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both
U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is a wholly-owned subsidiary ofThe Depository Trust & Clearing Corporation ("DTCC'~. DTCC,
in turn, is owned by a number of Direct Participants of DTC and Members of the National Securities Clearing
Corporation, Government Securities Clearing Corporation, MBS Clearing Corporation, and Emerging Markets
Clearing Corporation, (NSCC, GSCC, MBSCC, and EMCC, also subsidiaries ofDTCC), as well as by the New York
Stock Exchange, Inc., the American Stock Exchange LLC, and the National Association of Securities Dealers, Inc.
Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers,
banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct
Participant, either directly or indirectly ("Indirect Participants'~. DTC has Standard & Poor's highest rating: AAA.
The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More
information about DTC can be found at www.dtcc.com.
3. Purchases of Securities under the DTC system must be made by or through Direct Participants, which will receive a
credit for the Securities on DTC's records. The ownership interest of each actual purchaser of each Security
("Beneficial Owner'~ is in turn to be recorded on the Direct and Indirect Participants' records. Beneficial Owners will
not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive
written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the
Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership
interests in the Securities are to be accomplished by entries made on the books of Direct and Indirect Participants
acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership
interests in Securities, except in the event that use of the book-entry system for the Securities is discontinued.
4. To facilitate subsequent transfers, all Securities deposited by Direct Participants with DTC are registered in the name
ofDTC's partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative
of DTC. The deposit of Securities with DTC and their registration in the name of Cede & Co. or such other DTC
nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners
of the Securities; DTC's records reflect only the identity of the Direct Participants to whose accounts such Securities
are credited, which mayor may not be the Beneficial Owners. The Direct and Indirect Participants will remain
responsible for keeping account of their holdings on behalf of their customers.
.
5.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect
Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by
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arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Beneficial Owners of Securities may wish to take certain steps to augment transmission to them of notices of
significant events with respect to the Securities, such as redemptions, tenders, defaults, and proposed amendments to
the Security documents. For example, Beneficial Owners of Securities may wish to ascertain that the nominee holding
the Securities for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative,
Beneficial Owners may wish to provide their names and addresses to the registrar and request that copies of notices
be provided directly to them.
6.
Redemption notices shall be sent to DTC. Ifless than all of the Securities within an issue are being redeemed, DTC's
practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed.
7.
Neither DTC nor, Cede & Co. (nor any other DTC nominee) will consent or vote with respect to Securities unless
authorized by a Direct Participant in accordance with DTC's Procedures. Under its usual procedures, DTC mails an
Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.'s
consenting or voting rights to those Direct Participants to whose accounts the Securities are credited on the record date
(identified in a listing attached to the Omnibus Proxy).
8.
Redemption proceeds, distributions, and dividend payments on the Securities wiII be made to Cede & Co., or such
other nominee as may be requested by an authorized representative of DTC. DTC's practice is to credit Direct
Participants' accounts upon DTC's receipt offunds and corresponding detail information from the Authority or Agent,
on payable date in accordance with their respective holdings shown on DTC's records. Payments by Participants to
Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities
held for the accounts of customers in bearer form or registered in "street name," and will be the responsibility of such
Participant and not of DTC (nor its nominee), Agent, or the Authority, subject to any statutory or regulatory
requirements as may be in effect from time to time. Payment of redemption proceeds, distributions, and dividend
payments to Cede & Co. (or such other nominee as may be requested by an authorized representative ofDTC) is the
responsibility of the Authority or the Agent, disbursement of such payments to Direct Participants will be the
responsibility of DTC, and disbursement of such payments to Beneficial Owners will be the responsibility of Direct
and Indirect Participants.
A Beneficial OWner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to
(TenderIRemarketing) Agent, and shall effect delivery of such Securities by causing the Direct Participant to transfer
the Participant's interest in the Securities, on DTC's records, to the (TenderIRemarketing) Agent. The requirement
for physical delivery of Securities in connection with an optional tender or a mandatory purchase will be deemed
satisfied when the ownership rights in the Securities are transferred by Direct Participants on DTC's records and
followed by a book-entry credit of tendered Securities to (Tender/Remarketing) Agent's DTC account.
10.
DTC may discontinue providing its services as securities depository with respect to the Securities at any time by giving
reasonable notice to the Authority or the Agent. Under such circumstances, in the event that a successor securities
depository is not obtained, Security certificates are required to be printed and delivered. '
11.
The Authority may decide to discontinue use of the system of book-entry transfers through DTC (or a successor
securities depository). In that event, Security certificates will be printed and delivered.
12.
The information in this section concerning DTC and DTC's book-entry system has been obtained from sources that
the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof.
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APPENDIX D
FORM OF CONTINUING DISCLOSURE CERTIFICATE
This Continuing Disclosure Certificate (the "Disclosure Certificate") is executed and delivered by the City of
Hopkins, Minnesota (the "City") in connection with the issuance by the Housing and Redevelopment Authority in and for
the City of Hopkins, Minnesota (the "Issuer") of $3,050,000 Public Facility Lease Revenue Bonds, Series 2003A (police
Station Improvements) (the "Securities"). The Securities are being issued pursuant to a Trust Indenture dated as of June 1,
2003 (the "Indenture"), between the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota and
Bankers Trust Company, Des Moines, Iowa, as Trustee, and the Securities will be delivered to the Purchaser(s) on the date
hereof. The City hereby covenants and agrees as follows:
Section 1. Purpose of the Disclosure Certificate. This Disclosure Certificate is being executed and delivered by
the City for the benefit of the Holders (defmed herein) of the Securities in order to assist the Participating Underwriters
(defined herein) in complying with SEC Rule 15c2-12(b)(5). This Disclosure Certificate, together with the Resolutions,
constitutes the written agreement or contract for the benefit of the Holders of the Securities that is required by the Rule.
Section 2. Definitions. In addition to the defined terms set forth in the Indenture, which apply to any capitalized
term used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have
the following meanings:
.
"Annual Report" means any annual report provided by the City pursuant to, and as described in, Sections 3 and 4
of this Disclosure Certificate.
"Audited Financial Statements" means the City's annual financial statements, prepared in accordance with generally
accepted accounting principles ("GAAP") for Governmental Units as Prescribed by the Governmental Accounting Standards
Board ("GASB"). .
"City" means the City of Hopkins, Minnesota.
"Fiscal Year" means the fiscal year of the City.
"Final Official Statement" means the deemed final official statement dated ,2003, plus the addendum .
thereto which together constitute the fmal official statement delivered in connection with the Securities, which is available
from the MSRB.
"Holder" means the person in whose name a security is registered or a beneficial owner of such a security.
"Issuer" means the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota which is the
obligated person with respect to the Securities.
"Material Event" means any of the events listed in Section 5(a) of this Disclosure Certificate.
"MSRB" means the Municipal Securities Rulemaking Board located at 1150 18th Street, N.W., Suite 400,
Washington, D.C. 20036.
.
"NRMSIR" means any nationally recognized municipal securities information repository as recognized from time
to time by the SEC for purposes of the Rule.
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"Participating Underwriter" means any of the original undelWriter(s) of the Securities (including the Purchaser(s))
required to comply with the Rule in connection with the offering of the Securities.
"Repository" means each NRMSIR and each SID, if any.
"Rule" means, SEC Rule 15c2-12(b)( 5) promulgated by the SEC under the Securities Exchange Act of 1934, as the
same may be amended from time to time, and including written interpretations thereof by the SEe.
"SEC" means Securities and Exchange Commission.
"SID" means any public or private repository or entity designated by the State of Minnesota as a state information
depository for the purpose of the Rule. As of the date of this Certificate, there is no SID.
Section 3. Provision of Annual Financial Information and Audited Financial Statements.
(a) The City shall provide, as soon as available, but not later than 12 months after the end of the Fiscal Year
commencing with the year that ends December 31, 2002, each Repository with an Annual Report which
is consistent with the requirements of Section 4 of this Disclosure Certificate. The Annual Report may be
submitted as a single document or as separate documents comprising a package, and may cross-reference
other information as provided in Section 4 of this Disclosure Certificate; provided that the Audited
Financial Statements of the City may be submitted separately from the balance ofthe Annual Report and
will be submitted as soon as available.
(b)
If the City is unable or fails to provide to the Repositories an Annual Report by the date required in
subsection (a), the City shall send a notice of that fact to the Repositories and the MSRB.
.
(c)
The City shall determine each year prior to the date for providing the Annual Report the name and address
of each Repository.
Section 4. Content of Annual Reports. The City's Annual Report shall contain or incorporate by reference the
following sections of the Final Official Statement:
1. Current Property Valuations
2. Direct Debt
3. Tax Levies & Collections
4. Population Trend
5. Employment/Unemployment
In addition to the items listed above, the Annual Report shall include Audited Financial Statements submitted in
accordance with Section 3 of this Disclosure Certificate.
Any or all ofthe items listed above may be incorporated by reference from other documents, including official statements
of debt issues of the City or related public entities, which have been submitted to each of the Repositories or the SEC. If
the document incorporated by reference is a fmal official statement, it must also be available from the MSRB. The City shall
clearly identifY each such other document so incorporated by reference.
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Section 5. Reporting of Material Events.
(a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events ifmaterial
with respect to the Securities:
1. Principal and interest payment delinquencies;
2. Non-payment related defaults;
3. Unscheduled draws on debt service reserves reflecting fmancial difficulties;
4. Unscheduled draws on credit enhancements reflecting financial difficulties;
5. Substitution of credit or liquidity providers, or their failure to perform;
6. Adverse tax opinions or events affecting the tax-exempt status of the security;
7. Modifications to rights of security holders;
8. Bond calls;
9. Defeasances;
10. Release, substitution or sale of property securing repayment of the securities; and
11. Rating changes.
(b) Whenever the City obtains knowledge of the occurrence of a Material Event, the Issuer shaIl promptly file
a notice of such occurrence with either all NRMSIRs or with the MSRB and with any SID.
NotWithstanding the foregoing, notice of Material Events described in subsections (a)(8) and (9) need not
be given under this subsection any earlier than the notice (if any) of the underlying event is given to
Holders of affected Securities pursuant to the Indenture.
(c) Unless otherwise required by law and subject to technical and economic feasibility, the City shall employ
such methods of information transmission as shall be requested or recommended by the designated
recipients of the City's information.
Section 6. Termination of Reporting Obligation. The City's obligations under this Disclosure Certificate shall
terminate upon the legal defeasance, or upon the redemption or payment in fuIl of all the Securities.
Section 7. Agent. The City may, from time to time, appoint or engage a dissemination agent to assist it in carrying
out its obligations under this Disclosure Certificate, and may discharge any such agent, with or without appointing a
successor dissemination agent.
Section 8. Amendment: Waiver. Notwithstanding any other provision of this Disclosure Certificate, the City may
amend this Disclosure Certificate, and any provision of this Disclosure Certificate may be waived, if such amendment or
waiver is supported by an opinion of nationally recognized bond counsel to the effect that such amendment or waiver would
not, in and of itself, cause a violation of the Rule. This Disclosure Certificate, or any provision hereof, shall be null and void
in the event that the City delivers to each then existing NRMSIR and the SID, if any, an opinion of nationally recognized
bond counsel to the effect that those portions of the Rule which require this Disclosure Certificate are invalid, have been
repealed retroactively or otherwise do not apply to the Securities. The provisions of this Disclosure Certificate may be
.
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amended without the consent of the I Holders of the Securities, but only upon the delivery by the City to each then existing
NRMSIR and the SID, ifany, of the proposed amendment and an opinion ofnationalIy recognized bond counsel to the effect
that such amendment, and giving effect thereto, will not adversely affect the compliance of this Disclosure Certificate and
by the City with the Rule. J
Section 9. Additional Information. Nothing in this Disclosure Certificate shaII be deemed to prevent the City from
disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other
means of communication, or including any other information in any Annual Report or notice of occurrence of a Material
Event, in addition to that which is required by this Disclosure Certificate. If the City chooses to include any information in
any Annual Report or notice of occurrence of a Material Event in addition to that which is specificalIy required by this
Disclosure Certificate, the City shaII have no obligation under this Certificate to update such information or include it in any
future Annual Report or notice of occurrence of a Material Event.
Section 10. Default. In the event of a failure of the City to comply with any provision ofthis Disclosure Certificate
any Holder of the Securities may take such actions as may be necessary and appropriate, including seeking mandamus or
specific performance by court order, to cause the City to comply with its obligations under this Disclosure Certificate. A
default under this Disclosure Certificate shaII not be deemed an event of default with respect to the Securities and the sole
remedy under this Disclosure Certificate in the event of any failure of the City to comply with this Disclosure Certificate shaII
be an action to compel performance.
Section 11. Beneficiaries. This Disclosure Certificate shaII inure solely to the benefit of the City, the Participating
Underwriters and Holders from time to time of the Securities, and shaII create no rights in any other person or entity.
IN WITNESS WHEREOF, we have executed this Certificate in our official capacities effective the _ day of
,2003.
CITY OF HOPKINS, MINNESOTA
Mayor
(SEAL) .
City Manager
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APPENDIX E
TERMS OF PROPOSAL
$3,050,000 PUBLIC FACILITY LEASE REVENUE BONDS, SERIES 2003A
(POLICE STATION IMPROVEMENTS)
HOUSING AND REDEVELOPMENT AUTHORITY IN AND FOR THE
CITY OF HOPKINS, MINNESOTA
Proposals for the purchase of $3,050,000 Public Facility Lease Revenue Bonds, Series 2003A (Police Station
Improvements) (the "Bonds") of the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota
(the "Authority") will be received at the offices of Ehlers & Associates, Inc. ("Ehlers"), 3060 Centre Pointe Drive,
Roseville, Minnesota 55113-1105, Financial Advisors to the Authority, until 1 :00 P.M., Central Time, on May 20, 2003,
when they will be opened, read and tabulated. The proposals will be presented to the Board of Commissioners for
consideration for award at a meeting to be held at 7:15 P.M., Central Time, on the same date. The proposal offering
to purchase the Bonds upon the terms specified herein and most favorable to the Authority will be accepted unless all
proposals are rejected.
PURPOSE
.
The Bonds are being issued pursuant to Minnesota Statutes, Section 465.71, to provide financing for the renovation of
the fonner fire station and portions of the City Hall for an expanded police facility. The Bonds will be special
obligations of the Authority payable from and secured by a pledge of lease payments required to be made to the
Authority by the City pursuant to a Lease-Purchase Agreement (the "Lease") to be entered into between the Authority
and the City. THE BONDS DO NOT CONSTITUTE A GENERAL OBLIGATION OF THE AUTHORITY OR
THE CITY AND ARE NOT A CHARGE AGAINST THE GENERAL CREDIT OF THE AUTHORITY.
DATES AND MATURITIES
The Bonds will be dated June 1, 2003 as the date of original issue, will be issued as fully registered Bonds in the
denomination of$5,000 each, or any integral multiple thereof, and will mature on February 1 as follows:
Year Amount Year Amount Year Amount
2005 $105,000 2012 $130,000 2019 $175,000
2006 110,000 2013 135,000 2020 185,000
2007 110,000 2014 145,000 2021 195,000
2008 115,000 2015 150,000 2022 205,000
2009 120,000 2016 155,000 2023 215,000
2010 120,000 2017 160,000 2024 225,000
2011 125,000 2018 170,000
TERM BOND OPTION
All dates are inclusive. Proposals for the Bonds may contain a maturity schedule providing for any combination of
serial bonds and tenn bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year confonns to the maturity schedule set forth above.
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INTEREST PAYMENT DATES AND RATES
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Interest will be payable on February 1 and August 1 of each year, commencing February 1, 2004, to the registered
owners ofthe Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not
a business day) of the immediately preceding month. Interest will be computed upon the basis of a 360-day year of
twelve 30-day months and will be rounded pursuant to rules of the MSRB. All Bonds of the same maturity must bear
interest from date of issue until paid at a single, uniform rate, not exceeding the rate specified for Bonds of any
subsequent maturity. Each rate must be expressed in an integral multiple of 5/1 00 or 1/8 of 1 %.
BOOK ENTRY ONLY FORMAT
The Bonds will be designated in the name of Cede & Co., as nominee for The Depository Trust Company ("DTC"), New
York, New York. DTC will act as securities depository for the Bonds, and will be responsible for maintaining a
book-entry system for recording the interests of its participants and the transfers of interests between its participants.
The participants will be responsible for maintaining r~cords regarding the beneficial interests of the individual
purchasers of the Bonds. So long as Cede & Co. is the registered owner of the Bonds, all payments of principal and
interest will be made to the depository which, in turn, will be obligated to remit such payments to its participants for
subsequent disbursement to the beneficial owners of the Bonds.
PAYING AGENT/TRUSTEE
The Authority has selected Bankers Trust Company, Des Moines, Iowa, to act as paying agent and trustee (the "Paying
Agent/Trustee"). The Authority will pay the charges for Paying Agent/Trustee services. The Authority reserves the
right to remove the Paying Agent/Trustee and to appoint a successor.
OPTIONAL REDEMPTION
. At the option of the Authority, Bonds maturing on or after February 1,2015 shall be subject to prior payment on
_/ February 1,2014 or any date thereafter, at a price of par and accrued interest.
Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the selection of
the Bonds remaining unpaid to be prepaid shall be at the discretion of the Authority. If only part of the Bonds having
a common maturity date are called for prepayment, the Authority or Paying Agent/Trustee, if any, will notify 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 interest in such
maturity to be redeemed.
Notice of such call shall be given by mailing a notice not more than 60 days and not fewer than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration
books.
DELIVERY
On or about June 19,2003, the Bonds will be delivered without cost to the original purchaser at DTC. On the day of
closing, the Authority will furnish to the purchaser the opinion of bond counsel hereinafter described, an arbitrage
certification and certificates verifying that no litigation in any manner questioning the validity of the Bonds is then
pending or, to the best knowledge of officers ofthe Authority, threatened. Payment for the Bonds must be received by
the Authority at its designated depository on the date of closing in immediately available funds.
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LEGAL OPINION
An opinion as to the validity of the Bonds and the exemption from taxation ofthe interest thereon will be furnished by
Kennedy & Graven, Chartered, of Minneapolis, Minnesota, bond counsel to the Authority, and will accompany the
Bonds. The legal opinion will state that the Bonds are valid and binding special obligations of the Authority enforceable
in accordance with their terms, except to the extent to which enforceability may be limited by Minnesota or United
States laws relating to bankruptcy, reorganization, moratorium or creditors' rights generally.
SUBMISSION OF PROPOSALS
Proposals must not be for less than $2,996,625 plus accrued interest on the principal sum of$3,050,000 from date of
original issue of the Bonds to date of delivery. A signed proposal form must be submitted to Ehlers prior to the time
established 'above for the opening of proposals as follows:
1) In a sealed envelope as described herein; or
2) A facsimile submission to Ehlers, Facsimile Number (651) 697-8555.
Proposals must be submitted to Ehlers as described above and must be received prior to the time established above for
the opening of proposals. Each proposal must be unconditional except as to legality. Neither the Authority nor Ehlers
shall be responsible for any failure to receive a facsimile submission.
A good faith deposit (the "Deposit") in the amount of$61 ,000, complying with the provisions below, must be submitted
with each proposal. The Deposit must be in the form of a certified or cashiers check, or a financial surety bond or a wire
transfer of funds to U. S. Trust Company, of Minneapolis, Minnesota, ABA No. 0211-13086 for further credit to Ehlers,
Bond Issue Escrow Account No. 850-788-1. The Deposit will be retained by the Authority as liquidated damages if
the proposal is accepted and the bidder fails to comply therewith. The Deposit will be returned to the Purchaser at the
closing for the Bonds.
. The good faith deposit, payable to the Authority, shall be retained in the offices of Ehlers with the same effect as if
delivered to the Authority. Alternatively, bidders may wire the good faith deposit to U. S. Trust Company, Minneapolis,
Minnesota, ABA No. 0211-13086 for credit to Ehlers Bond Issue Escrow Account, No. 850-788-1. The Authority and
any bidder who chooses to so wire the good faith deposit hereby agree irrevocably that Ehlers shall be the escrow holder
of the good faith deposit wired to such account subject only to these conditions and duties: 1) All income earned thereon
shall be retained by the escrow holder as payment for its expenses; 2) If the proposal is not accepted, Ehlers shall, at
its expense, promptly return the good faith deposit amount to the losing bidder; 3) Ifthe proposal is accepted, the good
faith deposit shall be returned to the purchaser at the closing; 4) Ehlers shall bear all costs of maintaining the escrow
account and returning the funds to the bidder; 5) Ehlers shall not be an insurer of the good faith deposit amount and shall
have no liability hereunder except ifit willfully fails to perform, or recklessly disregards, its duties specified herein; and
6) FDIC insurance on deposits within the escrow account shall be limited to $100,000 per bidder.
If a financial surety bond is used, it must be from an insurance com,pany licensed to issue such a bond in the State of
Minnesota, and preapproved by the Authority. Such bond must be submitted to Ehlers prior to the opening of the
proposals. Such bond must identify each bidder whose Deposit is guaranteed by such financial surety bond. If the
Bonds are awarded to a bidder using a financial surety bond, then that purchaser is required to submit its Deposit to
Ehlers in the form of a certified or cashier's check or wire transfer as instructed by Ehlers not later than 3:00 P.M.,
Central Time, on the next business day following the award. If such Deposit is not received by that time, the financial
surety bond may be drawn by the Authority to satisfy the Deposit requirement. The amount securing the successful
proposal will be retained as liquidated damages if the proposal is accepted and the bidder fails to comply therewith.
No proposal can be withdrawn after the time set for receiving proposals unless the meeting of the Authority scheduled
for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been
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made.
AWARD
The Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost (TIC)
basis. The Authority's computation of the interest rate of each proposal, in accordance with customary practice, will
be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The Authority reserves the right to
reject any and all proposals and to waive any informality in any proposal.
BOND INSURANCE
If the Bonds are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option and
expense of the purchaser of the Bonds. Any cost for such insurance policy is to be paid by the purchaser, except that,
if the Authority requested and received a rating on the Bonds from a rating agency, the Authority will pay that rating
fee. Any rating agency fees not requested by the Authority are the responsibility of the purchaser.
Failure of the municipal bond insurer to issue the policy after the Bonds are awarded to the purchaser shall not constitute
cause for failure or refusal by the purchaser to accept delivery of the Bonds.
CUSIP NUMBERS
The Authority will assume no obligation for the assignment or printing of CUSIP numbers on the Bonds or for the
correctness of any numbers printed thereon, but will permit such numbers to be printed at the expense ofthe purchaser,
if the purchaser waives any delay in delivery occasioned thereby.
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QUALIFIED TAX-EXEMPT OBLIGATIONS
The Authority will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b )(3) of the
Code.
CONTINUING DISCLOSURE
In order to assist the Underwriters in complying with the provisions of Rule 15c2-12 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934 the City will enter into an undertaking (the
"Undertaking") for the benefit of the holders of the Bonds. A description of the details and terms of the Undertaking
is set forth in the Official Statement. The City has complied in all material respects with any undertaking
previously entered into by it under the Rule.
INFORMATION FROM PURCHASER
The successful purchaser will be required to provide, in a timely manner, certain information relating to the initial
offering prices of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal
Revenue Code of 1986, as amended.
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PRELIMINARY OFFICIAL STATEMENT
Underwriters may obtain a copy of the Preliminary Official Statement by request to Ehlers prior to the proposal opening.
The Syndicate Manager will be provided with 70 copies of the Final Official Statement within seven business days of
the proposal acceptance. Additional copies ofthe Final Official Statement will be available at a cost of$l 0.00 per copy.
Information for bidders and proposal forms may be obtained from Ehlers at 3060 Centre Pointe Drive, Roseville,
Minnesota 55113-1105, Telephone (651) 697-8500.
By Order of the Board of Commissioners
Steven C. Mielke, Executive Director
Housing and Redevelopment Authority in-and for the
City of Hopkins, Minnesota
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APPENDIX F
DEFINITIONS AND SUMMARIES OF DOCUMENTS
The following summaries do not purport to be comprehensive or definitive and all references to the documents
summarized below are qualified in their entirety by reference to each such document. All references to the Bonds are
qualified in their entirety by reference to the forms thereof and the information with respect thereto included in the
following documents. Copies of these documents are available for inspection the principal office of the Trustee. All
capitalized terms used in the following summaries which are not expressly defined herein shall have the meanings as
defined in the respective documents, unless the context clearly requires a different meaning.
DEFINITIONS
"Additional Bonds" means any Bonds other than the Series 2003A Bonds issued pursuant to the Indenture.
"Authority" means the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota, a
public body corporate and politic and political subdivision of the State of Minnesota, and its successors and assigns as
lessor under the Lease.
"Assignment" means the Assignment and Security Agreement dated as of June 1,2003, from the Authority to
the Trustee, pursuant to which the Authority assigns to the Trustee its entire right, title and interest to the Ground Lease
and the Lease and the right to receive Lease Payments under the Lease, as such Assignment may be amended or
. supplemented from time to time.
"Bond Fund" means the Bond Fund established under the Indenture.
"Bond Resolution" means the resolution adopted by the Authority on May 20, 2003, authorizing the issuance
and sale of the Series 2003A Bonds, as the same may be amended, modified or supplemented by any amendments or
modifications thereof.
"Bonds" means the Series 2003A Bonds and in this Appendix, "Bonds" includes any Additional Bonds.
"Business Day" means any day on which the Trustee and the City are open for business.
"City" means the City of Hopkins, Minnesota, a home rule charter City and political subdivision of the State
of Minnesota, and any successor to its functions.
"Existing Facilities" means a portion of the existing facilities on the Site, which portion is leased by the
Authority to the City under the Existing Facilities Lease.
"Existing Facilities Lease" means the Lease Agreement between the Authority and the City dated as of June
1,2003, under which the Authority leases to the City the Existing Facilities on the Site.
"Facilities" means any buildings, structures and improvements now in existence or to be constructed on the Site,
and all furniture, fixtures and equipment to be acquired with proceeds of sale of the Bonds and located thereon.
"Fiscal Year" means the twelve-month fiscal period of the City, which commences on January 1 and ends on
December 31 in each year.
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.
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"Ground Lease" means the Ground Lease dated as of June 1,2003, by which the City leases the Site to the
Authority, as amended or supplemented from time to time.
"Improvements" means any addition, enlargement, improvement, extension or alteration of or to the Facilities
as they then exist, 'and also means any fixtures, structures or other facilities (other than the Facilities) acquired or
constructed by the City and located on the Site.
"Indenture" means the Trust Indenture dated as of June 1,2003, between the Authority and the Trustee, under
which the Bonds are authorized to be issued, and including any amendments or supplements thereto.
"Internal Revenue Code" or "Code" means the Internal Revenue Code of 1986, as amended.
"Lease" means the Lease-Purchase Agreement dated as of June 1,2003, between the Authority, as lessor, and
the City, as lessee, as amended or supplemented from time to time.
"Lease Payments" means each of the payments due from the City to the Authority on each Lease Payment Date
during the Tenn of the Lease.
"Net Proceeds," when used with respect to proceeds of insurance or a condemnation award, means moneys
received or receivable by the City, as owner or as lessee under the Lease, or the Trustee, as lessee under the Ground
Lease or as secured party, of the Site or the Facilities, less the cost of recovery (including attorneys' fees) of such
moneys from the insuring company or the condemning authority.
"Outstanding" when used as of any particular time with reference to Bonds means (subject to the provisions
of the Indenture pertaining to Bonds owned by the Authority or the City) all Bonds theretofore authenticated and
delivered by the Trustee under the Indenture except: (i) Bonds theretofore canceled by the Trustee or surrendered to the
Trustee for cancellation; (ii) Bonds for the payment or redemption of which funds or direct obligations of or obligations
fully guaranteed by the United States of America in the necessary amount shall have theretofore been deposited with
the Trustee (whether upon or prior to the maturity or the redemption date of such Bonds), provided that if such Bonds
are to be redeemed prior to the maturity thereof, notice of such redemption shall have been given pursuant to the
Indenture, or provision satisfactory to the Trustee shall have been made for the giving of such notice; and (iii) Bonds
in lieu of or in substitution for which other Bonds shall have been authenticated and delivered by the Trustee pursuant
to the tenns of the Indenture pertaining to replacement of Bonds.
"Owner" means the registered owner of any Outstanding Bond.
"Pennitted Encumbrances" means, as of any particular time: (i) liens for taxes and assessments not then
delinquent, or which the City may, pursuant to provisions ofthe Lease, pennit to remain unpaid, (ii) the Ground Lease,
the Lease, and amendments thereto, (iii) the Authority's and the Trustee's interest in the Facilities, (iv) any mechanic's,
laborer's, materialmen's, supplier's or vendor's lien or right not filed or perfected in the manner prescribed by law, (v)
such minor defects, irregularities, encumbrances, easements, rights-of-way and clouds on title as nonnally exist with
respect to properties similar in character to the Site and which do not, in the opinion ofIndependent Counsel, materially
impair the property affected thereby for the purpose for which it was intended, and (vi) easements, restrictions or
encumbrances, if any, shown on Exhibit A to the Lease.
"Pennitted Investments" means any of the following with an appropriate market value and of an appropriate
maturity:
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1.
Obligations of, or guaranteed as to principal and interest by, the United States of America, or by any agency
or instrumentality thereof hereinafter designated when such obligations are backed by the full faith and credit
of the United States of America. These are limited to:
U.S. Treasury obligations (All direct or fully guaranteed obligations)
Farmers Home Administration Certificates of Beneficial Ownership
General Services Administration Participation Certificates
U.S. Maritime Administration (Guaranteed Title XI financing)
GNMA Guaranteed Mortgage Backed Securities
GNMA Guaranteed Participation Certificates
U.S. Department of Housing & Urban Development Local Authority Bonds
2. The following obligations of instrumentalities or agencies of the United States of America:
Federal Home Loan Mortgage Corporation (FHLMC) Participation Certificates Debt Obligations
Federal National Mortgage Association (FNMA) (Senior Debt Obligations and Mortgage Backed
Securi ties)
Book entry securities listed in 1. and 2. above must be held in a trust account with the Federal Reserve Bank
or with a clearing corporation or chain of clearing corporations which has an account with the Federal Reserve
Bank.
3. Federal Housing Administration debentures.
4. Commercial paper, payable in the United States of America, having original maturities of not more than 270
days and which are rated and maintain a rating in the highest rating category by Standard & Poor's Ratings
Services, a division of The McGraw-Hill Companies, Inc. or Moody's Investors Service.
5. Interest bearing demand or time deposits issued by state banks or trust companies, savings and loan
associations, federal savings banks or any national banking associations, which deposits are insured by the Bank
Insurance Fund (BIF) or the Savings Association Insurance Fund (SAIF) of the Federal Deposit Insurance
Corporation (FDIC) or any successors thereto.
6. Money market mutual funds registered under the Federal Investment Company Act of 1940, whose shares are
registered under the Federal Securities Act of 1933, and having a rating by S&P of AAAm-G; AAA-m; or AA-
m and if rated by Mood's rated Aaa, Aal or Aa2.
7. Any security that is a general obligation ofthe State of Minnesota or any state or local government with taxing
powers which is rated "A" or better by a national bond rating service.
8. Guaranteed investment contracts that are both (a) acceptable to the Insurer and (b) issued or guaranteed by
United States commercial banks, domestic branches of foreign banks, United States insurance companies, or
their Canadian subsidiaries; provided that the credit quality of the issuer's or guarantor's short- and long-term
unsecured debt must be rated in one of the two highest categories by a nationally recognized rating agency; and
further provided that if the issuer's or guarantor's credit quality is downgraded below "A", the Trustee must
have withdrawal rights.
.
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"Project" means the acquisition, construction and equipping of the Facilities and related facilities for use by the
City on the Site.
"Project Fund" means the Project Fund established under the Indenture.
"Reserve Fund" means the Reserve Fund established under the Indenture.
"Reserve Requirement" means the least of (i) 10 percent of the original principal amount of all series of
Outstanding Bonds or (ii) the maximum principal and interest to become due on all Outstanding Bonds in the current
year or any future year or (iii) 125% of the original average annual principal and interest to become due on all series
of Outstanding Bonds.
"Series 2003A Bonds" means the $3,050,000 Housing and Redevelopment Authority in and for the City of
Hopkins, Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements), issued pursuant to the
Indenture.
"Site" means the real property described in Exhibit A to the Lease, upon which the Facilities are located,
including any property added to or substituted for any portion of the Site, and less any real property released from the
Lease pursuant to the terms of the Lease.
"Trustee" means Bankers Trust Company, Des Moines, Iowa, or the trustee at the time serving as such under
the Indenture.
THE GROUND LEASE
.
The following is a summary of certain provisions of the Ground Lease. This summary does not purport to be
complete, and reference is made to the full text of the Ground Lease for a complete recital of its terms. Pursuant to the
Assignment, the Authority will assign all of its right, title and interest in and to the Ground Lease to the Trustee.
Pursuant to the Ground Lease, the Authority agrees to lease the Site from the City. The Ground Lease will
remain in effect until all principal of and interest on the Bonds has been paid. In the event of termination of the Lease,
the Trustee may re-lease the Site and the Facilities, and any amounts realized (net of costs of operation) will be applied
to payment of the Bonds.
The Authority's leasehold interest in the Site is subject to the Existing Facilities Lease, under which the
Authority agrees to lease to the City a portion of the existing City Hall facilities (the "Existing Facilities) on the Site.
The Trustee will have no interest in the Existing Facilities Lease. In the event of termination of the Lease, the Trustee's
rights to the Site and the Facilities will be subject to the City's leasehold rights in the Existing Facilities.
THE LEASE
The following is a summary of certain provisions of the Lease-Purchase Agreement. This summary does not
purport to be complete, and reference is made to the full text of the Lease for a complete recital of its terms. Pursuant
to the Assignment, the Authority will assign all of its right, title and interest in and to the Lease and the Lease Payments
to be made thereunder (other than certain rights to indemnification and payment of expenses) to tHe Trustee.
.
F-4
Lease Term and Payments
The Lease Term extends until February 1,2024, the final maturity of the Series 2003A Bonds, unless the Lease
is sooner terminated. The Lease shall terminate upon the earliest of any of the following events:
(1) non-renewal by the City upon non-appropriation;
(2) exercise by the City of its option to purchase the Site and the Facilities;
(3) exercise by the City of its option to deposit with the Trustee cash or securities sufficient to pay
all unpaid Lease Payments and Additional Payments when they are due; or
(4) an Event of Default under the Lease and the election by the Trustee to terminate the Lease.
So long as the Lease is in effect, the City will make semiannual Lease Payments on each February 1 and August
I Bond payment date, in amounts sufficient to pay all principal of and interest on the Bonds due on such payment date.
The obligation of the City to make Lease Payments and other payments due under the Lease ("Additional Lease
Payments") is absolute and unconditional, subject to the City's right of termination by non-appropriation. There is no
right to set-off, counterclaim, abatement, deduction or defense. The City's obligation to make Lease Payments and
Additional Lease Payments is not a general obligation ofthe City, and the full faith and credit and taxing powers of the
City are not pledged for the payment of the Lease Payments and Additional Lease Payments.
Termination by the City
The City shall have the right to terminate the Lease, in whole but not in part, at the end of any Fiscal Year of
the City, if the City Council does not appropriate or budget moneys sufficient to pay the Lease Payments and Additional
Lease Payments coming due in the next Fiscal Year, as determined by the City's budget for the Fiscal Year. The City
may effect such termination by giving the Authority and the Trustee a written notice of termination, as evidenced by
a resolution of the City Council specifically determining not to provide moneys to pay Lease Payments and Additional
Lease Payments for the succeeding Fiscal Year. The City shall endeavor to give notice of termination prior to the end
of such Fiscal Year, and shall notify the Authority of any anticipated termination. In the event of termination of the
Lease upon such nonappropriation, the City shall surrender possession ofthe Site and Facilities to the Authority within
ten (10) days after termination of the Lease, subject however to the City's continued leasehold interest in the Existing
Facilities under the Existing Facilities Lease.
Acquisition and Construction of the Facilities
The City will complete the Project on the Site, and proceeds of the Series 2003A Bonds in the Project Fund will
be disbursed for payment of costs of acquisition and construction of the Project. In the event costs of such acquisition
and construction exceed the proceeds of the Series 2003A Bonds available therefor, the City is obligated to pay such
additional costs from sources other than proceeds of the Series 2003A Bonds, and the City will not be reimbursed for
such payments by the Authority or the Trustee.
Maintenance and Repair
The City agrees that at all times during the Term of the Lease, the City, at the City's sole cost and expense, will
maintain, preserve an<;i keep the Site and the Facilities in good repair, working order, and condition and that the City
will from time to time make or cause to be made all necessary and proper repairs, replacements and renewals.
.
Taxes
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The City shall pay all property and excise taxes and governmental charges of any kind whatsoever which may
at any time be lawfully assessed or levied against or with respect to the Site and the Facilities or any part thereof or the
Lease Payments and Additional Payments, and which become due during the Term of the Lease with respect thereto,
and all special assessments and charges lawfully made by any governmental body for public improvements that may
be secured by a lien on the Site or the Facilities; provided that with respect to special assessments or other governmental
charges that may lawfully be paid in installments over a period of years, the City shall be obligated to pay only such
installments as are required to be paid during the Term of the Lease as and when the same become due. The City shall
not be required to pay any federal, state or local income, inheritance, estate, succession, transfer, gift, franchise, gross
receipts, profit, excess profit, capital stock, corporate, or other similar tax payable by the Authority, its successors or
assigns, unless such tax is made in lieu of or as a substitute for any real estate or other tax upon property.
Insurance
The City shall cause adequate casualty, public liability, and property damage insurance in specified amounts,
to be carried and maintained with respect to the Site and the Facilities and to protect the Authority and the Trustee from
liability in all events. The City may satisfy its insurance requirements through self-insurance.
Assignment and Subleasing by the City
The rights and obligations of the City under the Lease may not be assigned by the City without the written
consent of the Authority, the Trustee and the Insurer.
Indemnification
As between the Authority and the City, the City assumes all risks and liabilities, whether or not covered by
insurance, for loss or damage to the Facilities and for injury to or death of any person or damage to any property,
whether such injury or death be with respect to agents or employees of the City, the Authority or of third parties, and
whether such property damage be to the City or the Authority's property or the property of others, which is proximately
caused by the negligent conduct ofthe City, its officers, employees, agents and lessees, or arising out of the operation,
maintenance or use of the Site and Project by the City, its officers, employees, agents and lessees. The City assumes
responsibility for and agrees to reimburse the Authority for all liabilities, obligations, losses, damages, penalties, claims,
actions, costs and expenses (including reasonable attorneys' fees) of whatsoever kind and nature, imposed on, incurred
by or asserted against the Authority or its officers or employees that in any way relate to or arise out of a claim, suit or
proceeding based in whole or in part on the foregoing, to the maximum extent permitted by law.
Events of Default and Remedies
The occurrence of one or more of the following events shall constitute an Event of Default under the Lease:
(1) Failure by the City to pay any Lease Payment, Additional Lease Payment, or other payment required
to be paid under the Lease at the time'specified therein from the source specified therein;
(2) Failure by the City to observe and perform any covenant, condition or agreement on its part to be
observed or performed, other than the failure to timely pay any Lease Payment, Additional Payment, or other
required payment, for a period of sixty (60) days after written notice to the City by the Authority or the Trustee,
specifying such failure and requesting that it be remedied; provided, however, ifthe failure stated in the notice
cannot be corrected within the applicable period, the Authority and the Trustee shall not withhold unreasonably
their consent to an extension of such time if corrective action is instituted by the City within the applicable
period and diligently pursued until the default is corrected; or
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(3) The occurrence ofany of the following events:
(i) The City shall (a) apply for or consent to the appointment of, or the taking of possession by,
a receiver, custodian, trustee, liquidator or the like of the City or of all or a substantial part of its property, (b)
commence a voluntary case under the Federal Bankruptcy Code (as now or hereafter in effect), or (c) file a
petition seeking to take advantage of any other law relating to bankruptcy, insolvency, reorganization, winding-
up or composition or adjustment of debts; or
(ii) A proceeding or case shall be commenced, without the application or consent of the City, as
the case may be, in any court of competent jurisdiction, seeking (a) the liquidation, reorganization, dissolution,
winding-up, or the composition or adjustment of debts, of the City, (b) the appointment of a trustee, receiver,
custodian, liquidator or the like ofthe City, or (c) similar relief in respect ofthe City under any law relating to
bankruptcy, insolvency, reorganization, winding-up or composition or adjustment of debts, and such proceeding
or case has not been dismissed within sixty (60) days of the filing thereof.
Notwithstanding the provisions of (2) above, if a default occurs under (2) above due to force maieure, the City
shall not be deemed in default during the continuation of such force maieure. The tenn "force maieure" as used in the
Lease, shall mean, without limitation, the following: acts of God; strikes, lockouts or other industrial disturbances; acts
of public enemies; orders or restraints of any kind of the government of the United States of America or any of its
departments, agencies or officials, or any civil or military authority, or the State of Minnesota or any of its departments,
agencies or officials; insurrections; riots; landslides; earthquakes; fires; stonns; droughts; floods; explosions; breakage
or accident to machinery, transmission pipes or canals; or any other cause or event not reasonably within the control
of a party and not resulting from its negligence.
.
Whenever any Event of Default shall have happened and be continuing, the Trustee may take, but only upon
not less than five (5) days' written notice to the City, one or any combination of the following remedial steps:
(a) Without tenninating the Lease, re-enter and take possession of the Site and the Facilities and
exclude the City from using it until the Event of Default is cured; or
(b) Subject to the City's right to terminate the Lease upon non-appropriation, take any action at law
or in equity which may appear necessary or desirable to: (i) collect the Lease Payments and Additional Lease
Payments then due for the Fiscal Year then in effect, (ii) collect any Lease Payments and Additional Lease
Payments to become due and payable during the current Fiscal Year, or (iii) enforce perfonnance and
observance of any obligation, agreement or covenant of the City under the Lease; or
(c) Tenninate the Tenn of the Lease, exclude the City from possession of the Facilities, and use
its best efforts to lease the Facilities to another for the account of the City, holding the City liable for the
difference between the rentals received and the Lease Payments and Additional Lease Payments which wou1d
have been receivable under the Lease for the Fiscal Year then in effect.
This provision does not limit any other remedies which the Trustee or the Authority may have under the
Indenture or any other document.
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Damage, Destruction and Condemnation; Use of Net Proceeds
If, while the Lease is in effect, (a) the Facilities, or any portion thereof, are destroyed (in whole or in part) or
damaged by fire or other casualty, or (b) title to, or the temporary use of, the Site and the Facilities (or any part thereot)
or the estate of the City or the Authority in the Site and the Facilities, or any part thereof, shan be taken under the
exercise of the power of eminent domain by any governmental body, or any person, firm or corporation acting under
governmental authority, the City will cause the Net Proceeds of any insurance claim, or condemnation award to be
applied to the prompt repair, restoration, modification, or improvement of the Site and the Facilities, or to be applied
to prepayment of Lease Payments and Additional Payments. The City's obligation to make Lease Payments and
Additional Payments continues without abatement during any period of repair or restoration.
If the Net Proceeds of insurance or a condemnation award are insufficient to pay in fun the cost of any repair,
restoration, modification or improvement to the Site and the Facilities, the City shan either (a) complete the work and
pay any costs in excess of the amount of the Net Proceeds of insurance or a condemnation award, or (b) apply the Net
Proceeds to prepayment of the Lease Payments and Additional Payments.
THE INDENTURE
The following is a summary of certain provisions of the Indenture. This summary does not purport to be
complete, and reference is made to the full text of the Indenture for a complete recital of its terms.
Pledge and Security; Bond Proceeds
.
By the Granting Clauses, the Authority assigns and pledges to the Trustee the Authority's interest in the Site
and an improvements thereon; an items of fixtures, machinery, furnishings and other tangible personal property
purchased with proceeds of the Bonds and located or to be located on the Site the Ground Lease and the Lease (except
certain rights of the Authority relating to fees, expenses, indemnity and advances, and subject to the City's leasehold
interest in the Existing Facilities under the Existing Facilities Lease); an moneys and investments in the Bond Fund;
and moneys and investments in the Project Fund not applied to payment of Project costs; and Net Proceeds of any
insurance or condemnation award held by the Trustee. The accrued interest received on the sale of the Bonds is to be
deposited into the Bond Fund, and the remaining Bond proceeds are to be deposited into the Project Fund. The Trustee
is directed to apply amounts credited to the Project Fund to the payment of Project Costs, in accordance with the terms
and provisions of the Indenture.
Bond Fund and Investments
Under the Indenture, the Bond Fund is established.
All Lease Payments made by the City will be deposited in the Bond Fund and applied to payment of principal
of and interest on the Bonds when due.
Investment earnings on the Bond Fund and the Project Fund are to remain in said Funds. Amounts on deposit
in the Bond Fund may be invested only in Permitted Investments, at the direction of the City. Amounts in the Project
Fund may be temporarily invested in Permitted Investments.
Reserve Fund
The Reserve Fund is established. From the proceeds of issuance of the Series 2002A Bonds, the Trustee shan
deposit into the Reserve Fund an amount equal to the Reserve Requirement.
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F-8
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After the Bonds have been delivered, the Trustee shall deposit into the Reserve Fund all moneys and income of the
Trust Estate not deposited or required to be deposited in the Bond Fund, and all Lease Payments pursuant to the Lease, in
order to maintain or restore the balance on deposit in the Reserve Fund in an amount at least equal to the Reserve
Requirement. Amounts on hand from time to time in the Reserve Fund shall only be invested in Permitted Investments that
mature not more than five (5) years after the date of the investment therein.
The funds and investments in the Reserve Fund are irrevocably pledged to and shall be used by the Trustee, from
time to time, as may be required, for the payment of principal of; premium (if any) on and interest on the Bonds as and when
such principal, premium and interest shall become due and payable, and for those purposes only; provided that (i) if the
amount on deposit in the Reserve Fund at any time exceeds the Reserve Requirement, the Trustee shall transfer the excess
to the Bond Fund and (ii) moneys and investments in the Reserve Fund shall be transferred to the Bond Fund, when the
moneys and proceeds of investments in the Reserve Fund are sufficient (with moneys and proceeds of investments in the
Bond Fund) to pay when due the principal of and interest on all Outstanding Bonds.
In the event of a failure by the City to make Lease Payments in the amounts or at the times required under Section
4.2 of the Lease, the Trustee shall transfer from the Reserve Fund any amount required to make good the deficiency, and
the City shall be required to restore the balance in the Reserve Fund to the Reserve Requirement by making Additional Lease
Payments pursuant to Section 4.3(g) of the Lease.
Covenants of the Authority
The Authority covenants to pay the Bonds from Lease Payments required to be made by the City or from other
revenues of the Facilities following an Event of Default or termination of the Lease upon non-appropriation, to maintain at
the office of the Trustee an office or agency for payment of the Bonds, and to observe all other covenants and terms set forth
in the Indenture and Bonds. However, the Authority has no obligation to make any advance or payment orincur any expense
or liability in performing any of the conditions, covenants or requirements of the Indenture from any funds other than moneys
provided by the City or Bond proceeds, and the Authority shall incur no liability for failure to perform any such conditions,
covenants and requirements for lack of funds.
Discharge of Lien
As more fully set forth in the Indenture, the lien ofthe Indenture shall be discharged if the City shall: (a) payor
cause to be paid the principal of, premium, ifany, and interest on the Bonds at the time and in the manner stipulated in the
Indenture; (b) provide for the payment of principal and premium, if any of the Bonds and interest thereon by depositing with
the Trustee at or at any time before maturity, cash or direct obligations of or obligations the principal of and interest on which
is fully guaranteed by the United States of America in amounts sufficient to pay the entire amount due or to become due
thereon for principal, premium, if any, and interestto maturity of all the Outstanding Bonds; or (c) provide for the redemption
of the Bonds by depositing with the Trustee the entire amount of the redemption price, including accrued interest, and
premium, if any, either in cash or direct obligations of or obligations the principal of and interest on which is fully guaranteed
by the United States of America in amounts sufficient to pay the entire amount of principal, premium, ifany, and interest
to become due on the redemption date; and the City shall surrender to the Trustee for cancellation all Bonds for which
payment is not so provided.
Events of Default
Each of the following constitutes an Event of Default under the Indenture:
(a) rfpayment of the principal of any of the Bonds, or any premium thereon, when the same shall
become due and payable, whether at maturity or proceedings for redemption, declaration or otherwise, shall not be
made; or
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(b) Ifpayment of any interest on the Bonds when the same shall become due and payable (in which
case interest shall be payable to the extent permitted by law on any overdue installments of interest, in each case
at the interest rate borne by the Bonds in respect of which such interest is overdue) shall not be made; or
(c) If the Authority shall default in the due and punctual performance of any of the other covenants,
conditions, agreements and provisions contained in the Bonds or in the Indenture, or in any indenture supplemental
thereto on the part of the Authority to be performed, and such default shall have continued for a period of sixty (60)
days after written notice, specifying such default and requiring the same to be remedied, shall have been given to
the Authority and to the City by the Trustee, or if such notice is given to the Trustee, the Authority and the City by
the Owners of not less than twenty-five per cent (25%) in principal amount of the Bonds then Outstanding; or
(d) If any "event of default" as that term is defined in the Lease shall occur and be continuing.
Remedies on Default
Upon occurrence of an Event of Default, as defmed, the Trustee is authorized to accelerate the maturity ofthe Bonds,
sue to enforce the Indenture's covenants at its direction or at the direction of the Owners of 25% in aggregate principal
amount of the Outstanding Bonds, pursue any available legal remedy. The Owners of a majority in aggregate principal
amount of Outstanding Bonds have the right to direct the proceedings by the Trustee, in accordance with law and the
Indenture upon indemnifying the Trustee, suits by Owners being limited unless the Trustee has been requested and has failed
to act. Defaults (except payment of Bond principal) may be waived, if all interest in arrears has been paid, upon approval
of the Owners of a majority in principal amount of the Bonds.
Notwithstanding anything to the contrary in the Indenture, upon the occurrence and continuation of an Event of
Default, the Insurer shall be entitled to control and direct the enforcement of rights granted to Owners or the Trustee for the
benefit of Owners under the Indenture, including without limitation the right to accelerate the principal of the Bonds
Concerning the Trustee
The Trustee has no responsibility to use its own funds under the Indenture; however, the Trustee and the Authority
may make advances, and charge interest thereon. The Trustee has a first lien with right of payment prior to payment of Bond
interest or principal for reasonable compensation, expenses, advances and counsel fees, and including interest on advances,
as described above. The responsibilities of the Trustee prior to an Event of Default are limited to those set forth in express
provisions of the Indenture, and at all times the Trustee shall not be liable unless it acts negligently or in bad faith. The
Trustee and its officers and directors are authorized to acquire and hold Bonds and otherwise deal with the Authority and
the City to the same extent as if it were not Tmstee. Provision is made for succession or replacement of the Tmstee by
another corporate Trustee with a minimum capital and surplus of$l 0,000,000, in the event of merger, resignation or removal
by the Authority and the City or by the Owners of a majority in aggregate principal amount of Outstanding Bonds.
Amendments
Provisions are made for technical amendments of the Ground Lease, the Lease and the Indenture with the consent
of the Trustee, and for other amendments with the consent ofthe Owners of a majority in aggregate principal amount of the
Outstanding Bonds, provided that the maturity dates, rates of interest, lien priority and equality cannot be changed without
the consent of the Owners of all Outstanding Bonds. Approval or action of the Owners may be given in writing or at a
meeting. Any amendments that require approval of Owners also require prior written consent by the Insurer.
F-10
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PROPOSAL FORM
The Board of Commissioners
Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota
May 20, 2003
RE: $3,050,000 Public Facility Lease Revenue Bonds, Series 2003A (Police Station Improvements)
DATED: June 1, 2003
For all or none of the above Bonds, in accordance with the Terms of Proposal and terms of the Global Book Entry System as stated
in this Preliminary Official Statement, we wiIl pay you $ (not less than $2,996,625) plus accrued interest to
date of delivery for fully registered Bonds bearing interest rates and maturing in the stated years as follows:
% due 2005 % due 2012
% due 2006 % due 2013
% due 2007 % due 2014
% due 2008 % due 2015
% due 2009 % due 2016
% due 2010 % due 2017
% due 2011 % due 2018
% due
% due
% due
% due
% due
% due
2019
2020
2021
2022
2023
2024
.-=-'
, ,
We enclose our good faith deposit in the amount of$61,OOO, to be held by you pending delivery and payment. Alternatively, we
have provided a financial surety bond or have wired our good faith deposit to the U. S. Trust Company, Minneapolis, Minnesota,
ABA No. 0211-13086, for further credit to Ehlers & Associates, Inc. Bond Issue Escrow Account No. 850-788-1. If our proposal
is not accepted, said deposit shall be promptly returned to us. If the good faith deposit is wired to such escrow account, we agree
to the conditions and duties of Ehlers & Associates, Inc., as escrow holder of the good faith deposit, pursuant to this Preliminary
Official Statement dated May 8, 2003. This proposal is for prompt acceptance and is conditional upon deposit of said Bonds to
The Depository Trust Company, New York, New York in accordance with the Terms of Proposal. Delivery is anticipated to be
on or about June 19,2003.
This proposal is subject to the City's covenant and agreement to enter into a written undertaking to provide continuing disclosure
under Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 as
described in the Preliminary Official Statement for this Issue.
We have received and reviewed the Preliminary Official Statement and have submitted our requests for additional information or
corrections to the Final Official Statement. As Syndicate Manager, we agree to provide the Authority with the reoffering price of
the Bonds within 24 hours of the proposal acceptance.
Account Manager:
By:
Account Members:
Award will be on a true interest cost basis. According to our computations (the correct computation being controlling in the
award), the total dollar interest cost (including any discount or less any premium) computed from June 1, 2003 of the above
proposal is $ and the true interest cost (TIC) is %.
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The foregoing offer is hereby accepted by and on behalf of the Board of Commissioners of the Housing and Redevelopment
Authority in and for the City of Hopkins, Minnesota on May 20, 2003.
By:
By:
Title:
Title: