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CR 10-116 Award Sale of BondsAWARD SALE OF BONDS — G.O. Permanent Improvement Bonds, Series 2010A Proposed Action Staff recommends approval of the following motion: Approve resolution No 2010-068 awarding the sale of $2,710,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A. With this motion the sale of the bonds will be awarded based on the recommendation of Ehlers and Associates, Inc., financial advisor for this project. Overview Permanent Improvement Revolving Funds (PIR) Bonds: The City of Hopkins has the authority to issue PIR Bonds pursuant to MN Statutes 429 and 475 for the purpose of funding various public improvements within the city. The Series 2010A bonds will be general obligations of the city for which its full faith, credit and taxing authority powers are pledged. The bonds are being sold to finance 2008, 2009-10 and 5"' St S street improvements and will be paid through special assessments and a tax levy. At the September 7, 2010 Council Meeting, the Council authorized the sale of $2,710,000 bonds for financing 2008, 2009-10 and the 5th St S street improvements within the city. The bids will be accepted until 10:00 am on October 19, 2010 at which time they will be reviewed and the recommendation incorporated into Resolution 2010-068. Primary Issues to Consider At this time, there do not appear to be any primary issues relating to the award of the bond sales. Any significant issues affecting the sale will not be known until after the closing of the bids on October 19, 2010. Supporting Information • Resolution No. 2010-068 • Official Statement (previously mailed to each council member) — included as part of the permanent minute files Christine M. Harkess, CPA, CGFM Finance Director Financial Impact: $ $2,710,000 Budgeted: Y/N X N Source: Bond Proceeds Related Documents (CIP, ERP, etc.): CIP Notes: 1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA HELD: October 19, 2010 Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Hopkins, Minnesota, was called and held at the City Hall in Hopkins, Minnesota on Tuesday, the 19th day of October, 2010 at 7:30 p.m. for the purpose, in part, of awarding the sale of the City's general obligation permanent improvement revolving fund bonds and directing their execution and delivery. The following members were present: and the following were absent: The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City's General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A, in the aggregate principal amount of $2,710,000. The City Manager presented a tabulation of the proposals that had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals are attached hereto as EXHIBIT A. After due consideration of the proposals, Member then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: follows: RESOLUTION NO. 2010-068 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2010A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $2,710,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Hopkins, Minnesota (the "City") as Section 1. Sale of Bonds. 1.01. Findings. It is hereby determined that: (a) The following assessable public improvements, including the 2008 and 2009/2010 street and utility improvement projects and the 5t' Street South reconstruction projects (collectively, the "Improvements") of the City, have been made, duly ordered or contracts let for the construction thereof by the City and the costs of the Improvements will be financed through the City's Permanent Improvement Revolving Fund. (b) It is necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Bonds"), in the original aggregate principal amount of $2,710,000, pursuant to Minnesota Statutes, Chapter 475, as amended (the "Act"), and Section 7.14, subdivision 2, of the City Charter (the "Charter"), to provide financing for the Improvements. (c) Proceeds of the Bonds are expected to be expended as follows: Project Designation & Description: Total Project Cost Deposit to Project Construction Fund $2,643,663 Costs of Issuance 32,000 Underwriter's Compensation 33,875 Rounding Amount 462 Total $2,710.000 (d) The City is authorized by Section 475.60, subdivision 2(9), of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and the City's financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of (the "Purchaser") to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $ (par amount of $2,710,000, [plus original issue premium of $ J [less original issue discount of $ J less 2 (f) Persons Deemed Owners. The City and the Registrar may treat the person in W,ose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the 13 -and is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes and payments so made to registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. For a transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof sufficient to reimburse the Registrar for any tax, fee or other government charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for'redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice in the manner required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints Bankers Trust Company, Des Moines, Iowa, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, such corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond; such signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office unt" delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or, c.ititled to any such security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on each Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager shall deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A, Debt Service Fund (the "Debt Service Fund") hereby created within the Permanent Improvement Revolving Fund. The proceeds of ad valorem taxes hereinafter levied (the "Taxes") and special assessments (the "Assessments") levied or to be levied for the Improvements financed by the Bonds are hereby pledged to the Debt Service Fund. (b) If any payment of principal of or interest on the Bonds shall become due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of Assessments and Taxes when collected. (c) There is appropriated to the Debt Service Fund (i) capitalized interest funded from Bond proceeds, if any; (ii) any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03; and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. 4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01(c) above, together with any other funds appropriated for the Improvements and Assessments and Taxes collected during the construction of the Improvements, will be deposited in a separate construction fund, which may contain separate accounts for'each Improvement (the "Construction Fund") to be used solely to defray expenses of the Improvements and the payment of principal of an interest on the Bonds prior to the completion and payment of all costs of the Improvements. Any balance remaining in the Construction Fund after completion of the Improvements may be used to pay the cost in whole or in part i of any "'other improvement instituted under Chapter 429 of the Act or the Charter under the direction of the City Courcil. When the Improvements are completed and the cost thereof paid, the Construction Fund is to be closed and subsequent collections of Assessments and Taxes for the Improvements are to be deposited in the Debt Service Fund. 4.03. City Covenants. It is hereby determined that the Improvements will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvements to be promptly levied so that the first installment will be collectible not later than 2011 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each Improvement financed wholly or partly from the proceeds of the Bonds, and will take all further actions necessary for the final and valid levy of the Assessments and the appropriation of any other funds needed to pay the Bonds and interest thereon when due. (b) In the event of any current or anticipated deficiency in Assessments and Taxes, the City Council will levy additional ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Improvements, Assessments and Taxes levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. 4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which shall be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Debt Service Fund above provided and will be in the years and amounts as attached hereto as EXHIBIT C. 4.05. Certificate of Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collections of Assessments and the foregoing Taxes will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that the City Manager may annually, at the time the City makes its tax levies, may certify to the Taxpayer Services Division Manager of Hennepin County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager of Hennepin County will thereupon reduce the levy collectible during such year by the amount so certified. 4.06. Certificate of Taxpayer Services Division Manager as to Registration. The City Clerk is authorized and directed to file a certified copy of this resolution with the Taxpayer Services. Division Manager of Hennepin County and to obtain the certificate required by Section 475.63 of the Act. Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized ava directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, may be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, City Manager and Finance Director are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered as Bond Counsel) to K1einBank, Chaska, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Section 6. Tax Covenants. 6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. No Rebate Required. (a) The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States if the Bonds (together with other obligations reasonably expected to be issued in calendar year 2010) exceed the small -issuer exception amount of $5,000,000. (b) For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby finds, determines, and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City, (and all subordinate entities of the City) during the calendar year in which the Bonds are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code. 6.03. Not Private Activi , Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made, by this section. i { 'Section 7. Book -Entry System. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City and the Registrar will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City and the Registrar may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Registrar, acting as paying agent, will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of, premium; if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Section 9. Defeasance. When all Bonds and. all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Z: 10 [1.06. Term Bonds. To be completed if Term Bonds are requested by the Purchaser.] Section 2. Registration and Payment. 2.01. Registered Form. The Bonds shall be issued only in fully registered. form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless: (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case such Bond shall be dated as of the date of authentication; or (ii) the date of authentication is prior to the first interest payment date, in which case such Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2011, to the owner of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. .2.03. Registration. The City will appoint, and shall maintain, a bond registrar, transfer agent, authentication agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until such interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. 4 A underwriter's discount of $_�, plus accrued interest to date of delivery, if any, for Bonds bearing interest aNP)llows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2012 % 2020 % 2013 2021 2014 2022 2015 2023 2016 2024 2017 2025 2018 2026 2019 True interest cost: % 1.03. Purchase Contract. The sum of $ , being the amount proposed by the Purchaser in excess of $2,676,125, will be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund hereinafter created, as directed by the Finance Director in consultation with the City's financial advisor. The Finance Director is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and the City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act and Section 7.14, Subdivision 2, of the Charter in the total principal amount of $2,710,000, originally dated November 17, 2010, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature serially on February 1 in the years and amounts as follows: Year 2012 2013 2014 2015 2016 2017 2018 2019 Amount Year Amount $ 2020 $ 2021 2022 2023 2024 2025 2026 1.05. Optional Redemption. The City may elect on February 1, 2018 and on any date thereafter to prepay Bonds maturing on or after February 1, 2019. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial. ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 3 Passed and adopted this 19th day of October, 2010. Attest: City Clerk 11 CITY OF HOPKINS MINNESOTA Mayor LIM The motion for the adoption of the foregoing resolution was duly seconded by Member and upon vote being taken thereon, the following voted in favor thereof and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 12 EXHIBIT A PROPOSALS A-1 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BOND SERIES 2010A Date of Rate Maturily Original Issue CUSIP February 1, 20_ November 17, 2010 Registered Owner: Cede & Co. The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above with interest thereon from the date hereof at the ,r annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 2011, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Bankers Trust Company, Des Moines, Iowa, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2018, and on any date thereafter, to prepay Bonds of this issue maturing on or after February 1, 2019. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $2,710,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on October 19, 2010 (the "Resolution"), for the purpose of providing money to finance various improvement projects within the City, pursuant to and in full conformity with the home rule charter of the City, including Section 7.14, Subdivision 2 of the home rule charter, and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and the principal hereof and interest hereon are payable from special assessments levied against property specially benefited by local improvements and from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in special assessments and taxes pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. This Bond is not valid or obligatory for any purpose entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Hopkins, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: November 17, 2010 CITY OF HOPKINS, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BANKERS TRUST COMPANY Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers_ unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Re ig stray Cede & Co. Federal ID #13-2555119 EXHIBIT C TAX LEVY SCHEDULE YEAR * TAX LEVY 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 * Year tax levy collected. C-1 STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) CITY OF HOPKINS ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Hopkins, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on October 19, 2010, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City's General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A, in the original aggregate principal amount of $2,710,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this _ day of 2010. City Clerk City of Hopkins, Minnesota (SEAL) STATE OF MINNESOTA CERTIFICATE OF TAXPAYER SERVICES DIVISION MANAGER AS TO REGISTRATION COUNTY OF HENNEPIN WHERE NO AD VALOREM TAX LEVY I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Hopkins, Minnesota (the "City"), on October 19, 2010, levying taxes for the payment of the City's General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A, in the original aggregate principal amount of $2,710,000, dated November 17, 2010, has been filed in my office and said Bonds have been entered on the register of obligations in my office and.that such tax has been levied as required by law. WITNESS My hand and official seal this day of , 2010. Taxpayer Services Division Manager Hennepin County, Minnesota Deputy (SEAL) E? 110-80 (JAE) 376107v1 In the opinion of Bond Counsel, according to present federal and Minnesota laws, regulations, rulings and decisions, the interest on the Series 2010A Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes, and is not a preference item nor includable in adjusted current earnings for purposes of the computation of the federal alternative minimum tax, or the computation of the Minnesota alternative mmum tax imposed on individuals, trusts and estates. However, interest on the Series 2010A Bonds is subject to Minnesota franchise taxes on corporations (including financial titutions) measured by income. (See "Tax Exemption" herein) In the opinion of Bond Counsel, the interest on the Series 201OB Bonds is excludable from gross income of the recipient for United States income tax purposes, and, to the same extent, from taxable net income of individuals, trusts and estates for Minnesota income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax (but is included in adjusted current earnings) in calculating federal alternative minimum taxes on corporations and Minnesota franchise taxes imposed on corporations, including financial institutions, as measured by net income and the alternative minimum tax base) according to present federal and Minnesota laws, regulations, rulings and decisions. (See "Tax Exemption" herein.) The City will designate the Series 2010A Bonds and the Series 2010B Bonds as "qualified tax-exempt obligations"for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended, relating to the ability offinancial institutions to deduct from income forfederal income tax purposes, interest expense that is allocable to carrying and acquiring tax-exempt obligations. New Issues Rating Application Made: Standard & Poor's PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 7, 2010 CITY OF HOPKINS, MINNESOTA $2,710,000* GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2010A $2,680,000** GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010B PROPOSAL OPENING: October 19,2010, 11:00 A.M., C.T. CONSIDERATION: October 19, 2010, 7:30 P.M., C.T. PURPOSEIAUTHORITY/SECURITY: The $2,710,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Series 2010A Bonds") are being issued pursuant to Minnesota Statutes, Chapters 429 and 475, by the City of Hopkins, Minnesota (the "City") for the purpose of financing various public improvements within the City. The $2,680,000 General Obligation Refunding Bonds, Series 2010B (the "Series 2010B Bonds") are being issued pursuant to Minnesota Statutes, Chapters 429, 444, 469, and 475, for the purpose of effecting (i) a current refunding of the 2012 and 2013 maturities of the $960,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2002B, dated December 12, 2002; (ii) a current refunding of the 2012 through 2023 maturities of the $1,265,000 General Obligation Storm Sewer Revenue Bonds, Series 2003A, dated June 1, 2003; and (iii) an advance crossover refunding of the 2014 through 2023 maturities of the $2,450,000 General Obligation Tax Increment Bonds, Series 2002A, dated December 12, 2002. The Series 2010A Bonds and the Series 2010B Bonds will be general obligations of the City for which its full faith, credit and taxing &owers are pledged. Delivery is subject to receipt of approving legal opinions of Kennedy & Graven, Chartered, Minneapolis, Minnesota. SERIES 2010A BONDS SERIES 2010B BONDS DATE OF SERIES 2010A BONDS: November 17, 2010 DATE OF SERIES 2010B BONDS: November 17, 2010 MATURITY: February 1 as follows: Year Amount* Year Amount* 2012 $140,000 2020 $190,000 2013 165,000 2021 200,000 2014 165,000 2022 180,000 2015 170,000 2023 190,000 2016 175,000 2024 190,000 2017 175,000 2025 200,000 2018 180,000 2026 205,000 2019 185,000 ADJUSTMENT: * See "Adjustment Option" herein. TERM BONDS: See "Term Bond Option" herein. INTEREST: August 1, 2011 and semiannually thereafter. REDEMPTION: Series 2010A Bonds maturing February 1, 2019 and thereafter are subject to call for prior redemption on February 1, 2018 and any date thereafter, at par. MINIMUM PROPOSAL: $2,676,125. GOOD FAITH DEPOSIT: $54,200. PAYING AGENT: Bankers Trust Company, Des Moines, Iowa. ESCROW AGENT: Not applicable. BOOK -ENTRY -ONLY: See "Book -Entry -Only System" herein. MATURITY: February 1 as follows: Year Amount** Year Amount** 2012 $180,000 2020 $240,000 2013 170,000 2021 250,000 2014 210,000 2022 255,000 2015 210,000 2023 270,000 2016 220,000 2017 220,000 2018 220,000 2019 235,000 ADJUSTMENT: ** See "Adjustment Option" herein. TERM BONDS: See "Term Bond Option" herein. INTEREST: August 1, 2011 and semiannually thereafter. REDEMPTION: Series 2010B Bonds maturing February 1, 2019 and thereafter are subject to call for prior redemption on February 1, 2018 and any date thereafter, at par. MINIMUM PROPOSAL: $2,653,200. GOOD FAITH DEPOSIT: $53,600. PAYING AGENT: Bankers Trust Company, Des Moines, Iowa. ESCROW AGENT: Bankers Trust Company, Des Moines, Iowa. BOOK -ENTRY -ONLY: See "Book -Entry -Only System" herein. 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 ia 'Final Official Statement" of the City -with respect to the Series 2010A Bonds and Series 2010B Bonds, as defined in S.E.C. Rule 15c2-12. � EHLERS LEADERS IN PUBLIC FINANCE www.ehiers-inc.com Minnesota phone 651-697-8500 3060 Centre Pointe Drive Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 REPRESENTATIONS C No dealer, broker, salesperson or other person has been authorized by the City to give any information or to make any representation other than those contained in this Preliminary Official Statement and, if given or made, such other information or representations must not be relied upon as having been authorized by the City. This Preliminary Official Statement does not constitute an offer to sell or a solicitation of an offer to buy any of the Series 2010A Bonds and the Series 2010B 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 prepared this Preliminary Official Statement and any addenda thereto relying on information ofthe City 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 except as described herein and is not expressing any opinion as to the completeness or accuracy of the information contained therein. Compensation of Ehlers, payable entirely by the City, 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 City for dissemination to potential customers. Its primary purpose is to disclose information regarding the Series 2010A Bonds and the Series 2010B 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 Preliminary Official Statement shall be deemed nearly final for purposes of the Rule subject to completion, revision and amendment in a Final Official Statement as defined below. Review Period: This Preliminary Official Statement has been distributed to members of the legislative body and other public officials of the City 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 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. If there 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. i Final Official Statement: Upon award of sale of the Series 2010A Bonds and the Series 2010B 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 City with respect to the Series 2010A Bonds and the Series 2010B 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 the Series 2010A Bonds and the Series 2010B Bonds are exempt or required to comply with the Rule. CLOSING CERTIFICATES Upon delivery ofthe Series 2010A Bonds and the Series 2010B Bonds, the purchaser (underwriter) will be furnished with the following items: (1) a certificate ofthe appropriate officials to.the effect that at the time ofthe sale ofthe Series 2010A Bonds and the Series 201013 Bonds and all times subsequent thereto up to and including the time of the delivery of the Series 2010A Bonds and the Series 2010B 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 the Series 2010A Bonds and the Series 2010B Bonds; (3) a certificate evidencing the due execution ofthe Series 2010A Bonds and the Series 2010B 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 the Series 2010A Bonds and the Series 2010B Bonds, (b) neither the corporate existence or boundaries of the City nor the title of the signers to their respective offices is being contested, and (c) no authority or proceedings for the issuance of the Series 2010A Bonds and the Series 2010B Bonds have been repealed, revoked or rescinded; and (4) a certificate setting forth facts and expectations of the City which indicates that the City does not expect to use the proceeds of the Series 2010A Bonds and the Series 2010B 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. TABLE OF CONTENTS INTRODUCTORY STATEMENT ......................... 1 THE SERIES 2010A BONDS ............................. 1 GENERAL ........................................ 1 OPTIONAL REDEMPTION .......................... 2 AUTHORITY; PURPOSE ............................ 2 ESTIMATED SOURCES AND USES .................. 2 SECURITY.......................................3 TAX EXEMPTION ................................. 3 THE SERIES 2010B BONDS ............................. 4 GENERAL ........................................ 4 OPTIONAL REDEMPTION .......................... 4 AUTHORITY; PURPOSE ............................ 5 SOURCES AND USES .............................. 7 SECURITY....................................... 8 TAX EXEMPTION ................................. 8 PROVISIONS COMMON TO BOTH THE SERIES 2010A BONDS AND THE SERIES 2010B BONDS .............................. 9 RATING .......................................... 9 CONTINUING DISCLOSURE ........................ 9 LEGAL OPINION .................................. 9 QUALIFIED TAX-EXEMPT OBLIGATIONS ........... 10 FINANCIAL ADVISOR ............................ 10 RISK FACTORS .................................. 10 VALUATIONS ....................................... 12 CURRENT PROPERTY VALUATIONS ............... 13 2009/10 NET TAX CAPACITY BY CLASSIFICATION ... 14 TREND OF VALUATIONS ......................... 14 LARGER TAXPAYING PARCELS ................... 15 DEBT............................................... 16 DIRECT DEBT ................................... 16 SCHEDULES OF BONDED INDEBTEDNESS .......... 17 DEBT LIMIT ..................................... 26 OVERLAPPING DEBT ............................. 27 DEBT RATIOS ................................... 28 DEBT PAYMENT HISTORY ........................ 28 FUTURE FINANCING ............................. 28 TAX LEVIES AND COLLECTIONS ...................... 29 TAX COLLECTIONS .............................. 29 TAX CAPACITY RATES ........................... 30 LEVY LIMITS .................................... 30 THE ISSUER.........................................31 CITY GOVERNMENT ............................. 31 EMPLOYEES; PENSIONS; UNIONS ................. 31 LITIGATION.....................................31 FUNDS ON HAND ................................ 32 ENTERPRISE FUNDS ............................. 33 SUMMARY GENERAL FUND INFORMATION ........ 34 iii GENERAL INFORMATION ........................... 35 LOCATION .................................... 35 LARGER EMPLOYERS .......................... 35 U.S. CENSUS DATA ............................. 36 EMPLOYMENTIUNEMPLOYMENT DATA ......... 36 BUILDING PERMITS ............................ 37 FINANCIAL INSTITUTIONS ..................... 37 EDUCATION ................................... 38 IN-PATIENT MEDICAL FACILITIES ............... 38 EXCERPTS FROM FINANCIAL STATEMENTS ......... A-1 FORM OF LEGAL OPINIONS ........................ B -I BOOK -ENTRY -ONLY SYSTEM ...................... C-1 FORM OF CONTINUING DISCLOSURE CERTIFICATES. D-1 TERMS OF PROPOSAL SERIES 2010A BONDS ......................... E-1 TERMS OF PROPOSAL SERIES 2010B BONDS .......................... E-6 CITY COUNCIL Gene Maxwell Mayor Rick Brausen Council Member Bruce Rowan Council Member Kristi Halverson Council Member Cheryl Youakim Council Member ADMINISTRATION Rick Getschow, City Manager Christine Harkess, Finance Director Terry Obermaier, City Clerk PROFESSIONAL SERVICES Kennedy & Graven, Chartered, Bond Counsel, Minneapolis, Minnesota Ehlers & Associates, Inc., Financial Advisors, Roseville, Minnesota (Other offices located in Brookfield, Wisconsin and Lisle, Illinois) iv INTRODUCTORY STATEMENT This Preliminary Official Statement contains certain information regarding the City of Hopkins, Minnesota (the "City") and the issuance of its $2,710,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Series 2010A Bonds") and $2,680,000 General Obligation Refunding Bonds, Series 2010B (the "Series 2010B Bonds"), collectively referred to herein as the "Bonds." Any descriptions or summaries ofthe 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 forms of the Series 2010A Bonds and the Series 2010B Bonds to be included in the resolutions awarding the sale of the Series 2010A Bonds and the Series 2010B Bonds to be adopted by the City Council on October 19, 2010. Inquiries may be directed to Ehlers & Associates, Inc. ("Ehlers" or the "Financial Advisor"), Roseville, Minnesota, (651) 697-8500, the City'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 SERIES 2010A BONDS GENERAL The Series 2010A 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 November 17, 2010. The Series 2010A 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 August 1, 2011, to the registered owners of the Series 2010A Bonds appearing of record in the bond register as of the close of business on the 15th day (whether or not a business day) prior to the interest payment date. 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 Series 2010A Bonds of the same maturity will bear interest from date of issue until paid at a single, uniform rate. The Series 2010A Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). (See "Book -Entry -Only System" herein.) As long as the Series 2010A Bonds are held under the book -entry system, beneficial ownership interests in the Series 2010A Bonds may be acquired in book -entry form only, and all payments of principal of, premium, if any, and interest on the Series 2010A 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 Series 2010A Bonds shall be payable as provided in the resolution awarding the sale of the Series 2010A Bonds. The City has selected Bankers Trust Company, Des Moines, Iowa, to act as paying agent (the "Paying Agent"). The City will pay the charges for Paying Agent services. The City reserves the right to remove the Paying Agent and to appoint a successor. OPTIONAL REDEMPTION At the option of the City, Series 2010A Bonds maturing on or after February 1, 2019 shall be subject to prior payment on February 1, 2018 or on any date thereafter, at a price of par plus accrued interest. Redemption maybe in whole or in part of the Series 2010A Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Series 2010A Bonds to be prepaid shall be at the discretion of the City. If only part of the Series 2010A Bonds having a common maturity date are called for redemption, the City or Paying Agent, if any, will notify DTC of the particular amount of such maturity to be redeemed. 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 Series 2010A Bond to be redeemed at the address shown on the registration books. AUTHORITY; PURPOSE The $2,710,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Series 2010A Bonds") are being issued pursuant to Minnesota Statutes, Chapters 429 and 475, by the City of Hopkins, Minnesota (the "City") for the purpose of financing various public improvements within the City, including (i) funding of approximately $290,000 for the 2008 Street Improvement projects; (ii) funding of approximately $1,590,000 for the 2009/2010 Street Improvement projects; and (iii) funding of approximately $830,000 for the 5' Street South Reconstruction projects. r ESTIMATED SOURCES AND USES Sources Uses Par Amount of Series 2010A Bonds $2,710,000 Prepaid Special Assessments 72,690 MSA Fund 999,980 Water Fund 883,154 Sewer Fund 845,834 Storm Sewer Fund 156.000 Total Sources $5,667,658 Deposit to Project Fund $5,601,321 Discount Allowance 33,875 Finance Related Expenses 32,000 Contingency 462 Total Uses $5,667,658 2 SECURITY The Series 2010A Bonds are general obligations of the City for which its full faith, credit and taxing powers are pledged without limitation as to rate or amount. It is the intent of the City to pay the entire amount of principal and interest from revenues of the City's Permanent Improvement Revolving Fund established under Minnesota Statutes, Section 429.091. The City anticipates that all of the debt service will be paid by special assessments levied against properties benefitted by improvements financed by the Series 2010A Bonds. All revenues from the special assessments shall be paid into the Permanent Improvement Revolving Fund which will then be used to pay debt service as needed. Receipt of special assessments and collection of ad valorem taxes, if necessary, will be sufficient to provide not less than 105% of principal and interest on the Series 2010A Bonds as required by Minnesota law. TAX EXEMPTION In the opinion of Bond Counsel, under existing statutes, regulations, rulings and decisions, interest on the Series 2010A 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 that are imposed upon corporations (including financial institutions) measured by income. Noncompliance following the issuance of the Series 2010A 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 Series 2010A Bonds in gross income (for federal tax purposes) and taxable net income (for State of Minnesota tax purposes) of the owners thereof. No provision has been made for redemption of the Series 2010A Bonds, or for an increase in the interest rate on the Series 2010A Bonds, in the event that interest on the Series 2010A 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 Series 2010A Bonds will not be treated as a preference item in calculating alternative minimum taxable income. Due to changes in the Code made pursuant to the American Recovery and Reinvestment Act of 2009, interest on the Series 2010A Bonds will not be taken into account in determining adjusted current earnings for purposes of computing the federal alternative minimum tax imposed on certain corporations. 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 Series 2010A Bonds that is received or accrued during the taxable year. Interest on the Series 2010A Bonds may be included in the income of a foreign corporation for purposes ofthe branch profits tax imposed by Section 884 of the Code. Under certain circumstances, interest on the Series 2010A 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 Series 2010A Bonds. The receipt of interest on the Series 2010A 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 Series 2010A Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Series 2010.A Bonds. THE SERIES 2010B BONDS GENERAL The Series 2010B 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 November 17, 2010. The Series 2010B 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 August 1, 2011, to the registered owners of the Series 2010B Bonds appearing of record in the bond register as ofthe 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 Series 2010B Bonds of the same maturity will bear interest from date of issue until paid at a single, uniform rate. The Series 2010B Bonds will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). (See "Book -Entry -Only System" herein.) As long as the Series 2010B Bonds are held under the book -entry system, beneficial ownership interests in the Series 2010B Bonds may be acquired in book -entry form only, and all payments of principal of, premium, if any, and interest on the Series 2010B 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 Series 2010B Bonds shall be payable as provided in the resolution awarding the sale of the Series 2010B Bonds. The City has selected Bankers Trust Company, Des Moines, Iowa, to act as paying agent (the "Paying Agent") and Escrow Agent (the "Escrow Agent"). The City will pay the charges for Paying Agent and Escrow Agent services. The City reserves the right to remove the Paying Agent and Escrow Agent and to appoint successors. OPTIONAL REDEMPTION At the option of the City, Series 2010B Bonds maturing on or after February 1, 2019 shall be subj ect to prior payment on February 1, 2018 or any date thereafter, at a price of par plus accrued interest. Redemption maybe in whole or in part of the Series 2010B Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Series 2010B Bonds to be prepaid shall be at the discretion of the City. If only part of the Series 2010B Bonds having a common maturity date are called for prepayment, the City or Paying Agent, 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 and not fewer than 30 days prior to the date fixed for redemption to the registered owner of each Series 2010B Bond to be redeemed at the address shown on the registration books. 4 MR AUTHORITY; PURPOSE The $2,680,000 General Obligation Refunding Bonds, Series 2010B (the "Series 2010B Bonds") are being issued pursuant to Minnesota Statutes, Chapters 429, 444, 469, and 475, for the purpose of effecting (i) a current refunding ofthe 2012 and 2013 maturities ofthe $960,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2002B (the "Series 2002B Bonds"), dated December 12, 2002; (ii) a current refunding of the 2012 through 2023 maturities ofthe $1,265,000 General Obligation Storm Sewer Revenue Bonds, Series 2003A (the "Series 2003A Bonds"), dated June 1, 2003; and (iii) an advance crossover refunding of the 2014 through 2023 maturities of the $2,450,000 General Obligation Tax Increment Bonds, Series 2002A (the "Series 2002A Bonds"), dated December 12, 2002. Following are the maturities of the Series 2002B Bonds which are being refunded by this issue: Date of Maturities Principal Refunded Call Call Being Interest to be Issue Being Refunded Issue Date Price Refunded Rates Refunded Series 2002B Bonds 12/12/02 2/01/11 Par 2012 3.75% $115,000 2013 3.875% 100,000 Total Series 2002B Bonds Being Refunded 215 000 A portion of the proceeds of the Series 2010B Bonds will be used to call and prepay the maturities described above and to pay all or most of the costs of issuance. The City will pay the principal and interest payment due on February 1, 2011 from the Debt Service Fund for the Series 2002B Bonds. Following are the maturities of the Series 2003A Bonds which are being refunded by this issue: Issue Being Refunded Series 2003A Bonds Date of Refunded Call Call Issue Date Price 6/01/03 2/01/11 Par Total Series 2003A Bonds Being Refunded 5 Maturities Being Refunded 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 Interest Rates 3.25% 3.25% 3.25% 3.35% 3.45% 3.60% 3.70% 3.80% 3.90% 4.00% 4.05% 4.10% Principal to be Refunded $ 55,000 60,000 60,000 65,000 65,000 70,000 70,000 75,000 80,000 80,000 85,000 90,000 $855,000 A portion of the proceeds of the Series 2010B Bonds will be used to call and prepay the maturities described above and to pay all or most of the costs of issuance. The City will pay the principal and interest payment due on February 1, 2011 from the Debt Service Fund for the Series 2003A Bonds. Following are the maturities of the Series 2002A Bonds which are being refunded by this issue: Date of Maturities Principal Refunded Call Call Being Interest to be Issue Being Refunded Issue Date Price Refunded Rates Refunded Series 2002A Bonds 12/12/02 2/01/13 Par 2014 4.00% $ 120,000 2015 4.15% 120,000 2016 4.30% 130,000 2017 4.40% 135,000 2018 4.50% 140,000 2019 4.60% 150,000 2020 4.75% 155,000 (Term Bond) 2023 5.00% 540,000 Total Series 2002A Bonds Being Refunded 1 490 000 The Series 2010B Bonds are being sold in advance of the call date of the Series 2002A Bonds and will be invested in accordance with the Internal Revenue Code of 1986, as amended. Acceptance of a proposal is dependent upon a satisfactory escrow account being established in an amount sufficient to pay a portion of the interest on the Series 2010B Bonds through February 1, 2013 and to pay the callable principal of the Series 2002A Bonds on the February 1, 2013 call date. The City will establish an escrow account with direct obligations of the U.S. Government. Actuarial services necessary to insure adequacy ofthe escrow account -to provide timely payment ofthe Series 2002A Bonds to be refunded on the call date will be performed by a certified public accountant. The City will continue to pay debt service on the Series 2002A Bonds until the call date. A portion of the interest on the Series 2010B Bonds due August 1, 2011 through February 1, 2013 will be paid from the escrow account established with a portion of the proceeds of the Series 2010B Bonds. 541 SOURCES AND USES VA 2002B 2003A 2002A Total Sources Refunding Refunding Refunding Bond Issue Portion Portion Portion Par Amount of Series 2010B Bonds $220,000 $875,000 $1,585,000 $2,680,000 Total Sources $220,000 $875,000 $1,585,000 $2,680,000 Uses Deposit to Current Refunding Fund $212,999 $854,705 $ 0 $1,067,704 Deposit to Crossover Escrow Fund .0 0 1,546,233 1,546,233 Discount Allowance 2,200 8,750 15,850 26,800 Finance Related Expenses 2,873 11,427 20,700 35,000 Contingency 1,928 118 2,217 4,263 Total Uses $220,000 $875,000 $1,585,000 $2,680,000 Breakdown of Principal and Interest Payments: Series 2002B Series 2003A Series 2002A Payment Refunding Refunding Refunding Date Portion Portion Portion Total 2/01/2012 $120,000 $ 60,000 $ 0 $ 180,000 2/01/2013 100,000 70,000 0 170,000 2/01/2014 65,000 145,000 210,000 2/01/2015 70,000 140,000 210,000 2/01/2016 70,000 150,000 220,000 2/01/2017 70,000 150,000 220,000 2/01/2018 70,000 150,000 220,000 2/01/2019 75,000 160,000 235,000 2/01/2020 80,000 160,000 240,000 2/01/2021 80,000 170,000 250,000 2/01/2022 80,000 175,000 255,000 2/01/2023 85,000 185,000 270,000 Total $220,000 $875,000 $1,585,000 $2,680,000 VA SECURITY v" The Series 2010B Bonds are general obligations of the City for which its full faith, credit and taxing powers are pledged without limitation as to rate or amount. The City anticipates that the debt service will be paid from a combination of (i) special assessments levied against properties benefitted by improvements financed by the Series 2002B Bonds and ad valorem property taxes; (ii) net revenues of the storm sewer system which is owned and operated by the City; and (iii) tax increment revenues pledged to the payment of the Series 2002A Bonds. Receipt of special assessments and revenues and collection of ad valorem taxes will.be sufficient to provide not less than 105% of principal and interest on the Series 2010B Bonds as required by Minnesota law. Should the revenues pledged for payment of the Series 2010B Bonds be insufficient to pay the principal and interest as the same shall become due, the City is required to pay maturing principal and interest from moneys on hand in any other fund of the City not pledged for another purpose and/or to levy an additional tax for this purpose upon all the taxable property in the City, without limitation as to rate or amount. TAX EXEMPTION In the opinion of Bond Counsel, under existing statutes, regulations, rulings and decisions, interest on the Series 2010B 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 Series 2010B Bonds with certain requirements ofthe Internal Revenue Code of 1986, as amended (the "Code") and covenants of the bond resolution may result in the inclusion of interest on the Series 2010B Bonds in gross income (for federal tax purposes) and taxable net income (for State of Minnesota tax purposes) of the owners thereof. No provision has been made for redemption of the Series 2010B Bonds, or for an increase in the interest rate on the Series 2010B Bonds, in the event that interest on the Series 2010B 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 Series 2010B 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 Series 2010B 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 Series 2010B Bonds that is received or accrued during the taxable year. Interest on the Series 2010B 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 Series 2010B Bonds may be subject to the tax on "excess net passive income" of Subchapter S corporations imposed by Section 1375 of the Code. 8 The above is not a comprehensive list of all Federal tax consequences which may arise from the receipt of interest on the Series 2010B Bonds. The receipt of interest on the Series 2010B 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 Series 2010B Bonds are advised to consult their own tax advisors as to the tax consequences of, or tax considerations for, purchasing or holding the Series 2010B Bonds. PROVISIONS COMMON TO BOTH THE SERIES 2010A BONDS AND THE SERIES 201.08 BONDS The following information pertains to both the Series 2010A Bonds and the Series 2010B Bonds which are collectively referred to hereinafter as the "Bonds." 1ZT-AIRV The City has requested a rating on the Bonds from Standard & Poor's, and bidders will be notified as to the assigned rating prior to the sale. Such a rating, if and when received, will reflect only the view of the rating agency and any explanation of the significance of such rating may only be obtained from Standard & Poor's. There is no assurance that such rating, if and when received, will continue for any period of time or that it will not be revised or withdrawn. Any revision or withdrawal of the 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 of the 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 to 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 ofthe 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, Minneapolis, Minnesota, bond counsel to the City, and will accompany the Bonds. The legal opinion will state that the Bonds are valid and binding general obligations of the City 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, insolvency, reorganization, moratorium or creditors' rights generally. 9 QUALIFIED TAX-EXEMPT OBLIGATIONS Prior to the adoption of the Code, financial institutions were generally permitted to deduct 80% of their interest expenses allocable to tax-exempt obligations. Under the Code, however, financial institutions are generally not entitled to such a deduction for tax-exempt obligations purchased after August 7, 1986. However, the City will designate the Bonds ofthis issue as qualified tax-exempt obligations pursuant to section 265(b)(3) ofthe Code which would permit financial institutions to deduct interest expenses allocable to the Bonds to the extent permitted under prior law. FINANCIAL ADVISOR Ehlers has served as Financial Advisor to the City 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 this 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. 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. Taxes: The Bonds of this offering are general obligations of the City, the ultimate payment of which rests in the City's ability to levy and collect sufficient taxes to pay debt service should other revenue (special assessments, storm sewer revenues, and tax increment revenues) be insufficient. 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 of Minnesota 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. Ratings; Interest Rates: In the future, the City's credit rating may be reduced or withdrawn, or interest rates for this type of obligation may rise generally, either possibility resulting in a reduction in the value of the Bonds 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, or if there is a change in federal or state tax policy, the value of the 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. Continuing Disclosure: A failure by the City 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 F 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. 10 r State Economy; State Aids: State of Minnesota 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 City 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. 11 2009/10 NET TAX CAPACITY BY CLASSIFICATION Residential homestead Commercial/industrial Railroad operating property Non -homestead residential Commercial & residential seasonal/rec. Other - non-profit community association Personal property Total TREND OF VALUATIONS Levy Year 2005/06 2006/07 2007/08 2008/09 2009/10 Assessor's Taxable Market Value $1,460,671,900 1,590,841,300 1;671,252,600 1,680,859,300 1,695,916,200 Net Tax Capacity' $18,416,832 20,164,332 21,369,871 21,687,774 22,300,861 2009/10 Net Tax Capacity $ 9,878,063 9,007,997 49,168 3,126,044 2,820 70,975 165,794 $22,300,861 Percent of Total Net Tax Capacity 44.29% 40.39% 0.22% 14.02% 0.01% 0.32% 0.74% 100.00% Adjusted Taxable Net Tax Percent +/- in Assessor's Capacity' Taxable Market Value $17,458,950 + 8.99% 19,097,989 + 8.91% 20,229,068 + 5.05% 20,306,413 + 0.57% 20,359,193 + 0.90% ' Net Tax Capacity is before fiscal disparities adjustments and includes tax increment values. 2 Adjusted Taxable Net Tax Capacity is after fiscal disparities adjustments and does not include tax increment values. 14 1410 LARGER TAXPAYING PARCELS' 2009/10 2009/10 Assessor's Taxable Net Tax Taxpayer Type of Property Market Value Capacity SuperValu, Inc. Industrial $ 55,783,000 $1,114,910 Excelsior Crossings Investments LLC Commercial 38,278,000 764,810 RE Capital Partners Commercial 30,000,000 599,250 Greenfield Apartments LLP Apartment 24,224,000 302,800 Ramsgate Apartments LLC Apartment 19,360,000 242,000 Southwest Real Estate, Inc. Apartment 18,883,400 237,223 Duke Realty Corporation Industrial 11,700,000 233,250 The Luther Co. Ltd. Partnership Commercial 11,500,000 229,250 Hines Reit Minneapolis Industries LLC Industrial 10,619,000 211,630 City Center Ventures LLC Commercial 10,000,000 199,250 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 taxpaying parcels 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. 15 DEBT DIRECT DEBT' General Obligation Debt (see schedules following) Total g.o. debt being paid from housing improvement area fees $ 2,960,000 Total g.o. debt being paid from revenues 3,350,000 Total g.o. debt being paid from tax increment revenues 1,230,000 Total g.o. debt being paid from taxes 8,515,000 Total g.o. debt being paid from special assessments and taxes 4,450,000 (includes the Series 2010A Bonds of this offering) Total g.o. debt being paid from housing improvement area fees 1,065,000 and tax increment revenues Total g.o. debt being paid from revenues, special assessments and taxes 110,000 Total g.o. debt being paid from revenues, special assessments, tax increment revenues and taxes (includes the Series 2010B Bonds of this offering) 2,680,000 Total General Obligation Debt $24,360,000 Lease Purchase Obligations (see schedule following) Total lease purchase obligations paid by annual appropriations' $ 2,670,556 I I� ' Outstanding debt is as of the dated date of the Bonds. 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N WC _ V' M (O,O V') Wz0 W WN„ LO b y Cn n O 1l M M 0 V', co CN C C'7 N CA C C I- M P- N e- r W R Lt) C�t (q C a, � � +_ C CO N Il M W N CO O W W 1� r W w Cc') LO V' m M Q W C6 O O LL O O W a d 0 C Q N R 0 0 0 00 0 0 0 O O O O O O O _ a W M a 'V C. 0 0 0 0 0 0 0 0 0 0 0 0 0 O O O O O O O O O O O O W 3 e O O O O OCO O 4) CC) L) O Cn O O W Cn O O CC) p T W W- W W M d d n. ------ a` N N M O � N Zm d to OJ ~ t7 Z d O r' TV a O o L R d 0 � C r N 0 a N W 1- 00 M O r N M V' "C (� - ;3 G CC +�+ i0 r r r r N N N N N 0 0 0 0 0 0 0 0 0 0 0 0 0 0 O 0 p Q W N N N N N N N N N N N N N N O U) N 2 N Z Q LL 25 O Q. DEBT LIMIT M 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 3% 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 (e.g. the Series 2010A Bonds and Series 2010B Bonds of this offering); (2) warrants or orders having no definite or fixed maturity; (3) obligations issued to finance any public revenue producing convenience; (4) obligations issued to create or maintain a permanent 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 $1,695,916,200 Multiply by 3% 0.03 Statutory Debt Limit $ - 50,877,486 Less: Long -Term Debt Outstanding Being Paid Solely from Taxes` (8,625,000) Less: Long -Term Debt Outstanding Being Paid Solely from Annual Appropriations (applies to issues in excess of $1,000,000 originally issued after 6/1/97 which do not have revenues pledged) (2,315,000) Unused Debt Limit $ 39,937,486 W_� ' Includes a portion of the $3,735,000 General Obligation Refunding Bonds of 2001 that refunded the,$2,065,000 General Obligation Recreational Facilities Refunding Bonds, Series 1993D that are payable solely from taxes. 26 • OVERLAPPING DEBT' Taxing District Hennepin County I.S.D. No. 270 (Hopkins) I.S.D. No. 283 (St. Louis Park) Metropolitan Council Three Rivers Park District City's Share of Total Overlapping Debt 2009/10 Adjusted City's Taxable Net % In Total Proportionate Tax Capacity City G.O. Debt Share $1,600,479,532 1.2721% 2- $ 755,035,000 $ 9,604,561 107,409,092 18.7201% 128,275,000 24,013,185 57,357,339 0.4396% 55,015,000 241,827 3,553,445,725 0.5729% 3 167,600,000 960,251 1,161,337,991 1.7531% 73,985,000 1,297,017 $36,116,841 ' Only those taxing jurisdictions with general obligation debt outstanding are included in this section. Does not include non -general obligation debt, self-supporting general obligation revenue debt, short-term general obligation debt, or general obligation tax/aid anticipation certificates of indebtedness. 2 Hennepin County also has General Obligation Solid Waste Revenue Bonds outstanding which are payable entirely from the County's solid waste enterprise fund; General Obligation Bonds (Century Plaza Debt) which are expected to be paid from building rental fees from County departments and non -County tenants; and 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. 3 The above debt includes all outstanding general obligation debt supported by taxes of the Metropolitan Council. The Council also has general obligation sewer revenue, wastewater revenue, and radio revenue bonds and lease obligations outstanding all of which are supported entirely by revenues and have not been included in the Overlapping Debt or Debt Ratios sections. 27 DEBT RATIOS Debt/Estimated Full Value of Debt/17,290 Taxable Property Estimated G.O. Debt ($1,728,599,859) Population Direct G.O. Debt Being Paid From: Housing Improvement Area Fees $ 2,960,000 Revenues 3,350,000 Tax Increment Revenues 1,230,000 Taxes 8,515,000 Special Assessments & Taxes 4,450,000 Housing Improvement Area Fees & TIF 1,065,000 Revenues, Special Assessments & Taxes 110,000 Revenues, Special Assessments, TIF & Taxes 2,680,000 Total General Obligation Debt $ 24,360,000 Less: Funds on Hand' (1,570,031) Less: G.O. Debt Paid Entirely from Revenues' (4,225,000) Net General Obligation Debt $ 18,564,969 1.07% $1,073.74 City's Share of Total Overlapping Debt $ 36,116,841 2.09% $2,088.89 17=1=312:7_Vj61=1►k9:16-1to] ZVI The City has never defaulted in the payment of principal and interest on its debt. FUTURE FINANCING The City reports no plans for additional financing in the next three months. ' Funds on hand for debt redemption (available for payment of principal and interest) have been deducted from total general obligation debt to determine net general obligation debt. ' Debt service on the City's general obligation revenue debt is being paid entirely from revenues and therefore is considered self-supporting debt. Includes the portion of the Series 2010B Bonds payable from storm sewer revenues ($875,000). 28 TAX LEVIES AND COLLECTIONS TAX COLLECTIONS Certified Total Collected Collected Tax Year Levy' Following Year to Date % Collected 2005/06 $ 8,438,078 $8,341,797 $8,430,737 99.91% 2006/07 8,805,758 8,647,150 8,792,584 99.85% 2007/08 9,224,380 9,055,054 9,150,696 99.20% 2008/09 9,603,114 9,448,953 9,506,264 98.99% 2009/10 10,000,685 r-----------------------------------------------------1 i I In process of collection L------------------- ---------------------------------- J 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. ' This reflects the Final Levy Certification of the City after all adjustments have been made. 2 Collections are through May 31,°2010. 29 TAX CAPACITY RATES' Hennepin County City of Hopkins I.S.D. No. 270 (Hopkins) I.S.D. No. 283 (St. Louis Park) Hennepin County HRA Hennepin County RRA Metropolitan Council Metropolitan Mosquito Abatement Metropolitan Transit Park Museum Three Rivers Park District Referendum Market Value Rates: I.S.D. No. 270 (Hopkins) I.S.D. No. 283 (St. Louis Park) 2005/06 2006/07 2007/08 2008/09 2009/10 41.016% 39.110% 38.571% 40.413% 42.056% 48.262% 45.862% 45.570% 47.574% 49.386% 21.565% 19.019% 19.218% 20.080% 23.050% 20.577% 23.485% 19.580% 20.337% 21.098% 0.000% 0.000% 0.000% 0.000% 0.241% 0.559% 0.871% 0.979% 0.380% 1.000% 0.873% 0.877% 0.812% 0.817% 0.793% 0.509% 0.499% 0.486% 0.489% 0.461% 1.542% 1.295% 1.264% 1.273% 1.366% 0.685% 0.700% 0.719% 0.771% 0.778% 2.830% 3.068% 3.137% 3.334% 3.499% 0.15102% 0.14140% 0.13177% 0.12427% 0.13931% 0.17065% 0.14621% 0.13101% 0.14860% 0.15187% Source: Tax Collections and Tax Capacity Rates have been furnished by Hennepin County. LEVY LIMITS The State Legislature has periodically imposed limitations on the ability of municipalities to levy property taxes. In 2008, the Legislature imposed levy limits for all counties and all cities over 2,500 population for budget years 2009, 2010 and 2011. These limitations do not apply to taxes levied to pay debt service on general obligation bonds of the City or to pay bonds of another governmental unit. For more detailed information about Minnesota levy limits, contact the Minnesota Department of Revenue or Ehlers & Associates. ' After reduction for state aids. Does not include the statewide general property tax against commercial/industrial, , non -homestead resorts and seasonal recreational residential property. iff THE ISSUER CITY GOVERNMENT The City of Hopkins was organized as a municipality in 1893. 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, Finance Director and City Clerk are responsible for administrative details and financial records. EMPLOYEES; PENSIONS; UNIONS The City currently has 101 full-time, 7 part-time and 41 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 ofMinnesota (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 Hopkins Police Dispatcher & Public Service Officer Association (LELS #143) Hopkins Police Sergeants Union (LELS #171) Status of Contracts Contracts which expired on December 31, 2009 are currently in negotiations. LITIGATION Expiration Date of Current Contract December 31, 2011 December 31, 2010 December 31, 2009 December 31, 2009 December 31, 2010 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. 31 FUNDS ON HAND (As of September 13, 2010) Fund General Special Revenue Tax Increment Debt Service Internal Service Capital Projects Enterprise Funds Total Funds on Hand 32 Total Cash and Investments $ 2,706,431 1,510,203 946,768 1,570,031 1,997,135 982,463 702,941 $10,415,972 ENTERPRISE FUNDS Cash flows for the City's enterprise funds have been as follows as of December 31 each year: Sewer Utility Total Operating Revenues 2007 2008 2009 Water Utility (1,784,001) (1,753,111) (1,734,957) Total Operating Revenues $1,133,248 $1,188,610 $1,339,390 Less: Operating Expenses (1,173,033) (1,289,533) (1,152,321) Operating Income $ (39,785) $ (100,923) $ 187,069 Plus: Depreciation 206,364 209,441 218,513 Revenues Available for Debt Service $ 166,579 $ 108,518 $ 405,582 Sewer Utility Total Operating Revenues $1,427,675 $1,474,474 $1,598,717 Less: Operating Expenses (1,784,001) (1,753,111) (1,734,957) Operating Income $ (356,326) $ (278,637) $ (136,240) Plus: Depreciation 174,858 139,774 140,017 Revenues Available for Debt Service $ (181,468) $ (138,863) $ 3,777 Storm Sewer Utility Total Operating Revenues $ 724,778 $ 725,029 $ 800,843 Less: Operating Expenses (310,159) (323,639) (322,594) Operating Income $ 414,619 $ 401,390 $ 478,249 Plus: Depreciation 183,245 190,091 190,461 Revenues Available for Debt Service $ 597,864 $ 591,481 $ 668,710 Pavilion/Ice Arena Total Operating Revenues $ 459,003 $ 358,645 $ 368,228 Less: Operating Expenses (385,062) (411,134) (401,598) Operating Income $ 73,941 $ (52,489) $ (33,370) Plus: Depreciation 61,901 67,980 66,828 Revenues Available for Debt Service $ 135,842 $ 15,491 $ 33,458 33 SUMMARY GENERAL FUND INFORMATION Following are summaries of the revenues and expenditures and fund balances 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 audited financial statements are available upon request. See Appendix A for excerpts from the City's 2009 audited financial statement. COMBINED STATEMENT REVENUES Property taxes Intergovernmental Fees, licenses and permits Charges for services Fines Interest Other miscellaneous revenues Total Revenues EXPENDITURES Current: General government Public safety Health and welfare Highways and streets Culture and recreation Capital outlay Total Expenditures Excess of revenues over (under) expenditures Other Financing Sources (Uses) Transfer in Transfer out Total Other Financing Sources (Uses) FISCAL YEAR ENDING DECEMBER 31 2005 2006 2007 2008 2009 $ 6,947,865 $ 6,883,644 $ 7,209,319 $ 7,497,680 $ 8,014,416 732,468 711,703 694,668 551,586 526,250 492,295 419,513 653,841 541,217 619,123 438,547 199,171 298,335 330,861 363,802 178,785 181,006 196,559 174,020 129,240 72,883 132,007 129,696 92,853 32,026 320.617 308,993 316,321 320,036 315,020 $ 9,183,460 $ 8,836,037 $ 9,498,739 $ 9,508,253 $ 9,999,877 $1,251,717 $1,308,542 $1,504,597 $ 1,502,420 $1,477,722 4,700,413 4,872,897 5,171,472 5,598,958 5,676,184 61,976 67,950 68,205 111,223 147,432 1,773,140 1,792,830 2,055,793 2,187,173 2,108,368 469,140 474,528 498,343 527,738 .502,664 149,683 60,362 40,329 39,136 0 $ 8,406,069 $ 8,577,109 $ 9,338;739 $ 9,966,648 $ 9,912,370 $ 777,391 $ 258,928 $ 160,000 $ (458,395) $ 87,507 $ 0 $ 0 $ 0 $ 0 $ 50,000 (537,492) (250,000) (18,252) (7,361) (5,836) $ (537,492) $ (250,000) $ (18,252) $ (7,361) $ 44,164 Excess of revenues and other financing sources over (under) expenditures and other financing $ 239,899 $ 8,928 $ 141,748 $ (465,756) $ 131,671 uses General Fund Balance January 1 4,071,296 4,311,195 4,320,1.23 4,461,871 3,996,115 Prior Period Adjustment 0 0 0 0 0 Residual Equity Transfer in (out) 0 0 0 0 0 General Fund Balance December 31 $ 4,311,195 $ 4,320,123 $ 4,461,871 $ 3,996,115 $ 4,127,786 DETAILS OF DECEMBER 31 FUND BALANCE Reserved $ 943,474 $ 974,517 $1,157,142 $ 111,806 $ 196,790 Unreserved 3,367,721 3,345,606 3,304,729 3,884,309 3,930,996 Total $ 4,311,195 $ 4,320,123 $ 4,461,871 $ 3,996,115 $ 4,127,786 34 I FOP" �qr ri GENERAL INFORMATION LOCATION The City of Hopkins, with a current State Demographer's estimated population of 17,290 and comprising an area of four square miles, is located approximately eight miles southwest of the City of Minneapolis. LARGER EMPLOYERS Larger employers in the City include the following: Firm Cargill, Inc. SuperValu, Inc. I.S.D. No. 270 (Hopkins) Augustana Chapel View Care Center Oak Ridge Country Club No. of Type of Business/Product Employees' Salt products and financial services 2,350 Food distributor and grocery stores 1,265 2 Elementary and secondary education 215 Nursing home 210 Private golf course and country club facilities 204 Source: Written and telephone survey (September, 2010), Directories USA, and the Minnesota Department of Employment and Economic Development. 1 Includes full-time, part-time and seasonal. 2 Number of school district employees that work in the City. 35 U.S. CENSUS DATA Population Trend: City of Hopkins, Minnesota 1990 U.S. Census 16,534 2000 U.S. Census 17,145 Current State Demographer's Estimate 17,290 Percent of Change 1990 - 2000 + 3.70% Income and Age Statistics Housing Statistics City of Hopkins 1990 2000 Percent of Change All Housing Units 8,572 8,404 -1.96% Source: 1990 and 2000 Census of Population and Housing. EMPLOYMENT/UNEMPLOYMENT DATA Rates are not compiled for individual communities within counties. City of Hennepin State of Year Hopkins County Minnesota 1999 per capita income $26,759 $28,789 $23,198 1999 median household income $39,203 $51,711 $47,111 1999 median family income $50,359 $65,985 $56,874 2000 median gross rent $710 $654 $566 2000 median value owner occupied housing $132,400 $143,400 $122,400 2000 median age 34.1 yrs. 34.9 yrs. 35.4 yrs. r Housing Statistics City of Hopkins 1990 2000 Percent of Change All Housing Units 8,572 8,404 -1.96% Source: 1990 and 2000 Census of Population and Housing. EMPLOYMENT/UNEMPLOYMENT DATA Rates are not compiled for individual communities within counties. 36 Average Employment Average Unemployment Year Hennepin County Hennepin County State of Minnesota 2006 626,862 3.6% 4.1% 2007 629,593 4.1% 4.6% 2008 627,744 4.9% 5.4% 2009 612,707 7.4% 8.0% 2010, August 628,082 6.9% 6.9% Source: Minnesota Department of Employment and Economic Development. 36 BUILDING PERMITS New Sinyle Family Homes No. of building permits Valuation New Multiple Family Buildings No. of building permits Valuation New Commercial/Industrial No. of building permits Valuation No. of All Buildinj; Permits (including additions and remodelings) Valuation of All Building Permits (including additions and remodelings) 2006 2007 2008 2009 2010' 3 3 2 1 1 $588,000 $829,900 $610,000 $175,000 $170,000 2 0 0 0 0 $10,484,000 $0 $0 $0 $0 4 5 6 3 0 $1,064,800 $34,322,500 $30,579,314 $29,278,000 $0 494 377 406 381 289 $14,242,117 $50,546,510 $39,403,166 $54,688,290 $8,651,784 FINANCIAL INSTITUTIONS Financial institutions located in the City include the following: Citizens Independent Bank (Branch of St. Louis Park) Peoples Community Credit Union SharePoint Credit Union U.S. Bank National Association (Branch of Cincinnati, Ohio) Wells Fargo Bank, National Association (Branch of Sioux Falls, South Dakota) West Metro Schools Credit Union Source: American Financial Directory. ' As of September 13, 2010. 37 EDUCATION Independent School District No. 270 (Hopkins) provides education for 7,132 students in grades K through 12. The District, with 1,200 employees, owns and/or operates nine schools, two of which are located in the City of Hopkins. Teachers' contracts in the District are currently settled. A small portion of the City is served by Independent School District No. 283 (St. Louis Park). IN-PATIENT MEDICAL FACILITIES IN THE CITY Name of Facility Type of Facility No. of Beds Augustana Chapel View. Care Center Nursing Home 118 Golden Living Center Hopkins Nursing Home 138 Source: Minnesota Department of Health and the American Hospital Directory. NAvlinnsota\HOPKINS\Debt Issuance\OS\BISUM\2010B$2680m.nov (GO refund)\os.mtr.2010A&B.wpd RK:DC/dll:wl 38 APPENDIX A EXCERPTS FROM FINANCIAL STATEMENTS Reproduced on the following pages are excerpts from the City's audited Financial Statements for the fiscal year ending December 31, 2009. The Financial Statements have been prepared by the City and audited by a certified public accountant. The Management's Discussion and Analysis and the Notes to Financial Statements are an integral part of the audit and any judgment of the Financial Statements should be based on the Financial Statements as a whole. Copies of the complete audited financial statements for the past three years and the current budget are available upon request from Ehlers. A-1 T G Y U ...^_° .- G G 6,w G C i•^. L O '� -R ^ v C_ U W 7 G U = U O 3 E •� .v � W -u x e3 o a 4. u ,� L' E a '` � •� . a° m � N> u '3 N� b R c F— c a.. v' •p G .� U R U v •'- = � 3 0 o a � u y � T N F- v=i E � = a° m Q m =_ E o u ea c V 0E-2 :� E Ecmcio °>° 2 R C C i y '- '� y V U W O U C �i Vl o c := .n . 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U� C 4? i m .Wya .y�0e`Jo�o3c 'o e v •cj>y :: o r, -c., a w° o it E! UE o ,` °`�E ip =°V. C.�.a�. -,r'.0u.- •��Jou �rUoC. cugy 'EEmis x35.y = �EO' `3= E� `a '3 xo wO�mc' 0 J o u-0 E c2 a `a�`xuFa' u 0 00 'V C00mC CRm Q •p Ca=L 'O 0 EuaC �EUe aSE J U O E u E F E 9 .D •- p E � C E L C I� V� .� A-5 Government -wide Financial Analysis 0 As noted earlier, net assets may serve over time as a useful indicator of a government's financial Position. In the case of the City of Hopkins, assets exceeded liabilities by $61,372,523 at the close of the most recent fiscal year. Approximately three quarters (74%) of the City of Hopkins net assets are reflected in its investment in capital assets (e.g., land, buildings, machinery and equipment); less any related debt used to acquire those assets that are still outstanding. The City of Hopkins uses these capital assets to provide services to citizens. The net capital assets are not available for future spending. Although the City of Hopkins investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources. City of Hopkins Net Assets December 31 Net Assets Invested in capital assets, net of related debt 31,700,690 30,769,922 13,484,942 16,081,209 45,185,632 46,851,131 Restricted 11,9525783 10,074,674 - - 11,952,783 10,074,674 Unrestricted 15068,812 3,663,772 3,165,296 280,214 4,234,108 3,943,986 Total net $ 44,722,285 $ 44,508,368 $ 16,650,238 $ 16,361,423 $ 61,372,523 $ 60,869,791 A portion of the City of Hopkins net assets represent resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net assets ($4,234,108) may be used to meet the government's ongoing obligations to citizens and editors. At the end of the current fiscal year, the City of Hopkins is able to report positive balances in all three categories of net assets, both for the government as a whole, as well as for its governmental and business -type activities. The City's net assets increased by $502,732 during the current fiscal year. Governmental and business -type activities. Governmental activities increased the City of Hopkins net assets by $2.13,917 and business -type activities increased net assets by $288,815. Key elements of the increases and decreases are as follows: f,. 0 A-6 Governmental Activities Business -Type Activities Total 2009 2008 2009 2008 2009 2008 Assets Current and other $ 27,868,693 $ 26,664,408 $ 3,586,315 $ 691,934 $ 31,455,008 $ 27,356,342 assets Capital assets 46,014,532 46,206,295 19,747,908 19,508,822 65,762,440 65,715,117 Total assets 71883,225 72,870,703 23334,223 20,200,756 97,217,448 93,071,459 Liabilities Other liabilities 8,975,396 6,358,922 2,373,766 895,484 . 11,349,162 7,254,406 Long-term liabilities outstanding 20.185,544 22,003,413 ` 4.310,219 2,943,849 24,495,763 24,947,262 Total 29,160,940 28,362,335 6,683,985 3,839,333 35,844,925 32,201,668 Net Assets Invested in capital assets, net of related debt 31,700,690 30,769,922 13,484,942 16,081,209 45,185,632 46,851,131 Restricted 11,9525783 10,074,674 - - 11,952,783 10,074,674 Unrestricted 15068,812 3,663,772 3,165,296 280,214 4,234,108 3,943,986 Total net $ 44,722,285 $ 44,508,368 $ 16,650,238 $ 16,361,423 $ 61,372,523 $ 60,869,791 A portion of the City of Hopkins net assets represent resources that are subject to external restrictions on how they may be used. The remaining balance of unrestricted net assets ($4,234,108) may be used to meet the government's ongoing obligations to citizens and editors. At the end of the current fiscal year, the City of Hopkins is able to report positive balances in all three categories of net assets, both for the government as a whole, as well as for its governmental and business -type activities. The City's net assets increased by $502,732 during the current fiscal year. Governmental and business -type activities. Governmental activities increased the City of Hopkins net assets by $2.13,917 and business -type activities increased net assets by $288,815. Key elements of the increases and decreases are as follows: f,. 0 A-6 A k • Revenues: Program revenues: Charges for services Operating grants and contributions Capital grants and contributions General revenues: Property taxes Tax increments Grants and contributions not restricted Investment earnings Gain on sale of capital assets Total revenues Expenses: General government Public safety Health and welfare Highways and streets Urban redevelopment and housing Culture and recreation Interest on long-term debt Water Sewer Storm sewer Refuse Pavilion/ice arena Housing and redevelopment authority Total expenses Increase in net assets before transfers Transfers Increase in net assets Net assets - January 1 Net assets - December 31 City of Hopkins Changes in Net Assets For the Year Ended December 31 Governmental Activities Business -Type Activities 2009 2008 2009 2008 Total 2009 2008 $ 875,470 $ 872,388 $ 5,208,666 $ 4,808,966 S 6,084,136 S 5,681,354 2,441,622 1,949,375 150,814 251,885 2,592,436 2,201,260 745,505 170,393 142,691 394,913 888,196 565,306 9,353,966 9,497,650 - - 9,353,966 9,497,650 1,636,609 1,186,395 - 1,636,609 1,186,395 309,609 434,163 - - 309,609 434,163 170,960 387,424 12,841 21,714 183,801 409,138 9,796 16,150 1,367 - 11,163 16.150 15,543,537 14,513,938 5,516,379 5,477.478 21.059,916 19,991.416 I,679,040 1,721,624 - - 1,679,040 1,721,624 6,249,519 6,171,249 - - 6,249,519 6,171,249 278,002 236,858 - - 278,002 236,858 3,069,078 3,154,762 - - 3,069,078 3,154,762 1,690,861 1,037,927 - - 1,690,861 1,037,927 1,482,349 1,565,184 - - 1,482,349 1,565,184 1,025,771 1,090,341 - - 1,025,771 1,090,341 - - 1,221,556 1,356,448 1,221,556 1,356,448 - - 1,741,115 1,756,489 1,741,115 1,756,489 - - 403,231 417,595 403,231 417,595 - - 786,522 771,107 786,522 771,107 - - 401,598 411,134 401,598 411,134 - - 528,542 679,994 528,542 679,994 15,474,620 14.977,945 5,082,564 5,392,767 20,557,184 20.370,712 68,917 (464,007) 433,815 84,711 502,732 (379,296) 145,000 145,000 (145,000) (145,000) - - 213,917 (319,007) 288,815 (60,289) 502,732 (379,296) 44,508,368 44.827,375 16.361,423 16,421,712 60,869,791 61.249.087 $ 44,722,285 $ 441508,368 $ 16,650,238 $ 16,361,423 $ 61.372,523 $ 60.869,791 A-7 Governmental activities: Property taxes increased in 2009 as a result of debt service levies and increased operating costs. The City also received a number of program grants for specific programs in addition to state municipal aid for a major street improvement project. Net assets increased primarily due to conservative spending and bond refunding for two housing improvement bond issues. Revenues by Source - Governmental Activities Gain on sale of capital Grants and assets �% Investment earnings contributions not 1% restricted Charges for services -- -- 6% Tax increments Operating grants and --- contributions 16% Property taxes 59% L\ Capital grants and contributions 5% Expenses and Program Revenues - Governmental Activities A-8 R Business -type activities. Business -type activities had an increase in net assets due to an ongoing effort to ensure that rates are adequate to fund all expenditures. A utility master plan was developed in 2007 with scheduled rate increases that are designed to cover operations, debt and capital needs over the next 15 years. As a result the utility funds are in a stronger financial position than they were a couple years ago. $2,000,000 $1,750,000 $1,500,000 $1,250,000 $1,000,000 $750,000 $500,000 $250,000 $0 Revenues by Source - Business type Activities Capital grants and contributions Operating and contrit 3% Charges for 94% Expenses and Program Revenues - Business -type Activities Water Sewer Storm Sewer Refuse Pavilion/Ice Housing Arena Authority A-9 - , w T ° ... V Si F G F v« c;a v E a s c>ri '" " E i U o I.E x c <` u c a .Lu, oo �, S c- x `^ u m o a fA T = !•1 ° -• u � v r~°5 N L fA .E Q C -C S' V O 'O q ro ^, V O t°j •rprt� '°.' .L1 69 ` U t C p C p •_ ai > A C 9 U 0 0 U c F N y0—• a•` u Q u u d U n E F ry u to X G T o m °> •O 'o c�c N'c ° d « a >, 'a E cu c v o u ao Tc. -- �p i;o su.. 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S R V pFp U � O •F p 7 a �^ E m _6 .0 G C O a N E EF W V .O G O .� V m 'C O CVA b N A F C G ' o a 3 OA V° •o .o 0 6 V U p t-0 Q N R� F E> a Q •p ..U. c a o� e 3 e a s GO t q a g p•O VV y l Rtap t7 5 C .pO c5 h U V U V� p � � �'� •p c U d U p m'"' p 4 c� c� V] V a U 69 F> � Fi.o . to F p ❑ ao R c m e c G y V ~O u air � � A� 3 w o p u` [t W U' U Q6 U 2�' Er 2 A-11 City of Hopkins Capital Assets (net of depreciation) December 31 Long-term debt. At the end of the current fiscal year, the City of Hopkins had total bonded debt outstanding of $30,505,000. Of this amount, $2,440,000 comprises housing and redevelopment authority lease revenue debt, $3,200,000 comprises tax increment redevelopment debt, and $11,575,000 comprises general obligation and special assessment debt, all of which is backed by the full faith and credit of the government. Another $7,090,000 is special fees debt for which the government is liable in the event of default by the property owners subject to the fees, however of that amount $2,980,000 was refunded in 2009 and will be called February 2010. The remainder of the City of Hopkins debt, $6,200,000, represents bonds secured solely by specified revenue sources (i.e., revenue bonds). Of that amount $1,940,000 was refunded and will be called February 2010. City of Hopkins Outstanding Debt General Obligation and Revenue Bonds December 31 Governmental Activities Business -Type Activities Total 2009 2008 2009 2008 2009 2008 Land $ 5,805,711 $ 5,805,711 $ 167,789 8 167,789 $ 5,973,500 $ 5,973,500 Buildings 15,999,077 16,483,405 3,362,224 3,493,908 19,361,301 19,977,313 Infrastructure - - 8,718,764 8,820,418 8,718,764 8,820,418 Improvements 18,126,547 15,609,641 4,870,250 4,412,801 22,996,797 20,022,442 Vehicles 1,735,739 2,076,306 346,071 395,738 2,081,810 2,472,044 Equipment 1,588,657 1,585,875 209,463 263,274 1,798,120 1,849,149 Construction in progress 1758.801 4,645,357 2.073.347 1,954,894 4,832,148 6,600,251 S46,014532 146,206.295 $ 19,747,908 S 19.508.822 S 65,762,440 L65,715317 Additional information on the City of Hopkins capital assets can be found in note 5 on pages 58-59 of this report, Long-term debt. At the end of the current fiscal year, the City of Hopkins had total bonded debt outstanding of $30,505,000. Of this amount, $2,440,000 comprises housing and redevelopment authority lease revenue debt, $3,200,000 comprises tax increment redevelopment debt, and $11,575,000 comprises general obligation and special assessment debt, all of which is backed by the full faith and credit of the government. Another $7,090,000 is special fees debt for which the government is liable in the event of default by the property owners subject to the fees, however of that amount $2,980,000 was refunded in 2009 and will be called February 2010. The remainder of the City of Hopkins debt, $6,200,000, represents bonds secured solely by specified revenue sources (i.e., revenue bonds). Of that amount $1,940,000 was refunded and will be called February 2010. City of Hopkins Outstanding Debt General Obligation and Revenue Bonds December 31 $ 24,305.000 $ 23,245,000 $ 6,200,000 $ 3,410,000 $ 30,505,000 $ 26,655,000 The City of Hopkins total bonded debt increased by $3,850,000 or 14.4% during the current fiscal year. The increase is due to refunding bonds issued in December 2009 for $4,920,000 in bonds that will be called February 2010. A-12 Governmental Activities Business -Type Activities Total 2009 2008 2009 2008 2009 2008 HRA lease revenue bonds $ 2,440,000 $ 2,565,000 $ - $ - $ 2,440,000 $ 2,565,000 G.O. Tax increment bonds 3,200,000 3,575,000 - 3,200,000 3,575,000 G.O. Housing fee bonds 7,090,000 4,560,000 - - 7,090,000 4,560,000 G.O. Redevelopment bonds 245,000 385,000 - - 245,000 385,000 G.O. Capital improvement bonds 9,000,000 9,470,000 - - 9,000,000 9,470,000 G.O. Special assessment bonds 2,330,000 2,690,000 - - 2,330,000 2,690,000 Revenue bonds - - 6,200,000 3,410,000 6,200,000 3,410,000 $ 24,305.000 $ 23,245,000 $ 6,200,000 $ 3,410,000 $ 30,505,000 $ 26,655,000 The City of Hopkins total bonded debt increased by $3,850,000 or 14.4% during the current fiscal year. The increase is due to refunding bonds issued in December 2009 for $4,920,000 in bonds that will be called February 2010. A-12 General Obligation Bonds are backed by the full faith, credit and taxing power of the City, and are serviced by General and Tax Increment levies and also by fees assessed against benefited properties. Revenue Bonds are backed by the full faith, credit and taxing power of the City, and are serviced by the Water and Storm Sewer Utility Funds current revenues. City Special Assessment Bonds are backed by the full faith, credit and taxing power of the City, and repayment monies are generated by the collection of special assessments and general levies. Housing and Redevelopment Authority bonds are backed by the full faith, credit and taxing power of the HRA, and repayment monies are generated by annual lease appropriations from the City. The City is subject to a statutory limit of bonded indebtedness equaling 3.0 percent of estimated property market value within the City during 2009. At December 31, 2009, the debt limit for the City is $50,734,311. Of the total debt, $10,804,134 of general obligation and revenue bonds is applicable to the limit. The legal debt margin is $39,930,177. The City of Hopkins was upgraded to a "AA" rating from Standard & Poor's in December 2009 and maintains an "A1" rating from Moody's. Additional information on the City of Hopkins long-term debt can be found in note 9 on pages 61- 64 of this report. Economic Factors and Next Year's Budgets and Rates A number of factors were taken into consideration when preparing the City of Hopkins 2010 budget. Utility charges were reviewed and as a result of the utility master plan, rates for the water and sewer will be increased by modest amounts annually at least through 2017. The tax capacity rate increased for the first time in four years as a result of economic conditions. The State of Minnesota's budget challenges resulted in the unallotment of state aids for the second year. The City's population would remain constant. As a result of these factors the City prepared a static budget for 2010 with 0% wage increases for most employees, delayed hiring of vacant positions, non-essential capital items eliminated and small increases across all departments. During the current fiscal year, unreserved fund balance in the general fund increased to $3,930,996 or 39% of general fund expenditures. The Office of the State Auditor recommends unreserved fund balances no less than five months of operating expenditures. The City is within that recommendation for the general fund. The unreserved fund balance is used to pay for the City's general fund obligations until it receives its property tax levy revenues in June. Requests for Information This financial report is designed to provide a general overview of the City of Hopkins finances for all those with an interest in the government's finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to the Finance Director, City of Hopkins, 1010 First Street South, Hopkins, MN 55343. A-13 City of Hopkins Statement of Net Assets December 31, 2009 A-14 Primary Government Governmental Business -type Activities Activities Total Assets Cash and investments $ 15,060,054 $ 3,297,402 $ 18,357,456 Taxes receivable 376,717 - 376,717 Special assessments receivable 6,704,543 - 6,704,543 Accounts receivable 436,076 363,085 799,161 Intergovernmental receivable 2,540,482 34,363 2,574,845 Interest receivable 34,832 7,040 41,872 Internal balances 330,187 (330,187) - Inventories 97,291 29,690 126,981 Prepaid items 99,719 17,244 116,963 Deferred charges 356,575 31,440 388,015 Long-term receivables 1,135,119 136,238 1,271,357 Property held for resale 697,098 - 697,098 Capital assets, non depreciable 8,564,512 2,241,136 10,805,648 Capital assets, net of accumulated depreciation 37,450,020 17,506,772 54,956,792 Total assets 73,883,225 23,334,223 97,217,448 Liabilities Accounts payable 419,657 178,690 598,347 Salaries payable 281,581 27,291 308,872 Due to other governments 2,944 24,608 27,552 Accrued interest payable 415,040 54,649 469,689 Unearned revenue 2,504,792 2,433 2,507,225 Non current liabilities: Compensated absences due within one year 650,823 91,095 741,918 Compensated absences due in more than one year 195,664 23,389 219,053 Net OPEB liability 112,983 18,864 131,847 Capital lease due within one year 35,559 - 35,559 Capital lease due in more than one year 355,556 - 355,556 Bonds due within one year 4,665,000 1,995,000 6,660,000 Bonds due in more than one year 19,521,341 4,267,966 23,789,307 Total liabilities 29,160,940 6,683,985 35,844,925 Net Assets Invested in capital assets, net of related debt 31,700,690 13,484,942 45,185,632 ' Restricted for: Economic development 695,209 - 695,209 Debt service 11,257,574 - 11,257,574 Unrestricted 1,068,812 3,165,296 4,234,108 Total net assets $ 44,722,285 $ 16,650,238 $ 61,372,523 A-14 LLL MM Cl) a) to N W sh h N amj ' p N 8, to O O tM0 a; m Com .- V O M th ct to t0 r O M a) N M O t71 M sf i0 M� v N� O N N { dN, T talj .N.. 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N c c N of a) �- c aci o) E r- a) a) N a) � 'o a) 0) 0 0 ` `� c m E E (CO j C C O y w C` L a) > N m>> a) a3 N c `m ZC�a�o ILy �`m H3cmC,3ov w U A-19 City of Hopkins Intergovernmental Market value aid credit 250,000 250,000 of 5 (247,304) Statement of Revenues, Expenditures and Changes in Fund Balance 166,010 166,010 229,884 Budget and Actual Insurance premium - police 170,000 170,000 General Fund 47,681 Insurance premium - fire 107,000 For the Year Ended December 31, 2009 74,989 (32,011) Federal grants 1,000 1,000 Variance with (1,000) Other grants 4,000 final budget 1,000 Budget Total Intergovernmental positive 698,010 Original Final Actual (negative) Revenues 290,000 286,404 (3,596) Taxes 167,600 167,600 129,240 General property taxes $ 6,870,187 $ 6,870,187 $ 6,929,965 $ 59,778 Fiscal disparities 1,108,927 1,108,927 1,084,451 (24,476) Total Taxes 7,979,114 7,979,114 8,014,416 35,302 Licenses and permits Business 145,300 145,300 125,660 (19,640) Non -business 448,135 448,135 493,463 45,328 Total Licenses and permits 593,435 593,435 619,123 25,688 Intergovernmental Market value aid credit 250,000 250,000 2,696 (247,304) State grants 166,010 166,010 229,884 63,874 Insurance premium - police 170,000 170,000 217,681 47,681 Insurance premium - fire 107,000 107,000 74,989 (32,011) Federal grants 1,000 1,000 - (1,000) Other grants 4,000 4,000 1,000 (3,000) Total Intergovernmental .698,010 698,010 526,250 (171,760) Fines and forfeitures 290,000 290,000 286,404 (3,596) Court fines 167,600 167,600 129,240 (38,360) Charges for services General government 19,400 19,400 27,097 7,697 Public safety 149,950 149,950 284,160 134,210 Public works 1,200 1,200 2,776 1,576 Recreation 50,000 50,000 49,769 (231) Total Charges for services 220,550 220,550 363,802 143.252 Other Investment earnings 105,783 105,783 32,026 (73,757) Franchise fees 290,000 290,000 286,404 (3,596) Miscellaneous 21,000 21,000 28,616 7,616 Total Other 416,783 416,783 347,046 (69,737) Total Revenues 10,075,492 10,075,492 9,999,877 (75,615) Expenditures General Government: Mayor and council Salaries and employee benefits 26,497 26,497 26,722 (225) Materials, supplies and services 51,575 51,575 41,349 10,226 Total 78,072 78,072 68,071 10,001 A-20 City of Hopkins 2 of 5 Statement of Revenues, Expenditures and Changes in Fund Balance 124,065 124,065 117,816 Budget and Actual Materials, supplies and services 224,744 224.744 178,996 General Fund Total 348,809 348,809 296,812 For the Year Ended December 31, 2009 (40,000) (40,000) (40,000) - Net 308,809 Variance with 256,812 51,997 Elections final budget Budget Salaries and employee benefits 27,798 positive 26,284 Original Final Actual (negative) Expenditures, (continued) 3,931 Total 43,203 43,203 General Government, (continued): 5,445 Administrative services Salaries and employee benefits $ 493,226 $ 493,226 S 487,889 S 5,337 Materials, supplies and services 58,845 58,845 43,112 15,733 Total 552,071 552,071 531,001 21,070 Less expenditures charged to other activities (100,000) (100,000) (100,000) - Net 452,071 452,071 431.001 21,070 Finance Salaries and employee benefits 332,771 332,771 337,149 (4,378) Materials, supplies and services 68,161 68,161 63,296 4,865 Total 400,932 400,932 400,445 487 Less expenditures charged to other activities (211.055) (211,055) (211,055) Net 189,877 189,877 189,390 487 Legal Services Materials, supplies and services 130.625 130,625 137.221 (6,596) Municipal Building Salaries and employee benefits 124,065 124,065 117,816 6,249 Materials, supplies and services 224,744 224.744 178,996 45.748 Total 348,809 348,809 296,812 51,997 Less expenditures charged to other activities (40,000) (40,000) (40,000) - Net 308,809 308,809 256,812 51,997 Elections Salaries and employee benefits 27,798 27,798 26,284 1,514 Materials, supplies and services 15,405 15,405 11,474 3,931 Total 43,203 43,203 37,758 5,445 City Clerk and Reception Salaries and employee benefits 117,840 117,840 109,583 8,257 Materials, supplies and services 19,669 19,669 20,164 (495) Total 137,509 137,509 129,747 7,762 Less expenditures charged to other activities (37,000) (37,000) (37,000) - Net 100,509 100,509 92,747 7,762 Assessing Salaries and employee benefits 80,810 80,810 80,207 603 Materials, supplies and services 110,478 110,478 104,138 6,340 Total 191,288 191,288 184,345 6,943 Less expenditures charged to other activities (24,000) (24,000) (24,000) Net 167,288 167,288 160,345 6,943 A-21 Inspections Salaries and employee benefits 373,826 373,826 372,113 1,713 Materials, supplies and services 76,025 76,025 61,910 City of Hopkins Total 449,851 449,851 434,023 15,828 Total Public safety 5.588,217 5,588,217 5,676,184 (87,967) 3 of 5 Statement of Revenues, Expenditures and Changes in Fund Balance Budget and Actual General Fund For the Year Ended December 31, 2009 Variance with final budget Budget positive Original Final Actual (negative) Expenditures, (continued) General Government, (continued): Planning and economic development Salaries and employee benefits $ 103,771 S 103,771 $ 103,900 $ (129) Materials, supplies and services 18,135 18335 8,388 9,747 Total 121,906 121,906 112,288 9,618 Less expenditures charged to other activities (20,000) (20,000) (20,000) - Net 101,906 101,906 92,288 9,618 Total General Government 1,572,360 1,572,360 1,465,633 106,727 Public Safety: Police Police Administration Salaries and employee benefits 376,009 376,009 383,376 (7,367) Materials, supplies and services 102,156 102,156 78.983 23,173 Net 478,165 478,165 462,359 15,806 Police Patrol and Investigation Salaries and employee benefits 2,419,783 2,419,783 2,509,872 (90,089) Materials, supplies and services 351,794 351,794 393,295 (41,501) Total 2,771,577 2,771,577 2.903,167 (131.590) Police Services Salaries and employee benefits 887,658 887,658 891,514 (3,856) Materials, supplies and services 190,045 190,045 171,912 18,133 Total 1,077,703 1,077,703 1,063,426 14,277 Total Police 4,327,445 4,327,445 4,428,952 (101,507) Fire Salaries and employee benefits 521,279 521,279 516,496 4,783 Materials, supplies and services 289,642 289,642 296,713 (7,071) Total 810,921 810,921 813,209 (2,288) Inspections Salaries and employee benefits 373,826 373,826 372,113 1,713 Materials, supplies and services 76,025 76,025 61,910 14,115 Total 449,851 449,851 434,023 15,828 Total Public safety 5.588,217 5,588,217 5,676,184 (87,967) c A-22 City of Hopkins Public Works Administration and Engineering Salaries and employee benefits 330,930 330,930 323,634 4of5 43,585 Statement of Revenues, Expenditures and Changes in Fund Balance 43,569 Total Budget and Actual 374,515 367,203 Less expenditures charged to other activities (213,000) General Fund (174,273) Net 161,515 161,515 For the Year Ended December 31, 2009 892,619 892,619 903,248 Snow and Ice Removal Variance with Salaries and employee benefits 116,043 116,043 108,467 final budget 64,645 Budget 86,340 Capital outlay positive 1,000 Original Final Actual (negative) Expenditures, (continued) Municipal parks and tree service: Health and Welfare: 499,814 499,814 499,871 Materials, supplies and services Inspections 289.918 228,054 Total 789,732 Salaries and employee benefits $ 116,618 $ 116,618 S 121,648 $ (5,030) Materials, supplies and services 26,448 26,448 25,784 664 Total 143,066 143.066 147,432 (4,366) Total Health and welfare 143,066 143,066 147,432 (4,366) Highways and Streets: Public works buildings and equipment services Salaries and employee benefits 223,167 223,167 219,080 4,087 Materials, supplies and services 98,226 98,861 72,616 26,245 Capital outlay 6,000 5,365 - 5,365 Total 327,393 327,393 291,696 35,697 Less expenditures charged to other activities (213,000) (213,000) (202,238) (10,762) Net 114393 114,393 89,458 24,935 Public Works Administration and Engineering Salaries and employee benefits 330,930 330,930 323,634 Materials, supplies and services 43,585 43,585 43,569 Total 374,515 374,515 367,203 Less expenditures charged to other activities (213,000) (213,000) (174,273) Net 161,515 161,515 192,930 Streets and Alleys Salaries and employee benefits 384,610 384,610 441,150 Materials, supplies and services 616,509 616,509 572,098 Capital outlay 1,500 1,500 Total 1,002,619 1,002,619 1,013,248 Less expenditures charged to other activities (110,000) (110,000) (110,000) Net 892,619 892,619 903,248 Snow and Ice Removal Salaries and employee benefits 116,043 116,043 108,467 Materials, supplies and services 64,645 64,645 86,340 Capital outlay 1,000 1,000 Total 181,688 181,688 194,807 Municipal parks and tree service: Salaries and employee benefits 499,814 499,814 499,871 Materials, supplies and services 289.918 289.918 228,054 Total 789,732 789,732 727,925 Total Highways and Streets 7,296 16 7,312 (38,727) (31,415) (56,540) 44,411 1,500 (10,629) (10,629) 7,576 (21,695) 1,000 (13,119) (57) 61,864 61,807 2,139,947 2,1391947 2,108,368 31,579 A-23 R A-24 City of Hopkins 5 of 5 Statement of Revenues,. Expenditures and Changes in Fund Balance Budget and Actual General Fund For the Year Ended December 31, 2009 Variance with final budget Budget positive Original Final Actual (negative) Expenditures, (continued) Culture and Recreation: Activity center Salaries and employee benefits S 223,079 $ 223,079 S 218,607 S 4,472 Materials, supplies and services 105,330 105.330 81,949 23,381 Total 328,409 328,409 300,556 27,853 Park and Recreation Salaries and employee benefits 52,703 52,703 40,831 11,872 Materials, supplies and services 162,270 162,270 161,277 993 Total 214,973 214,973 201108 12,865 Total Culture and Recreation 543,382 543,382 502,664 40,718 Unallocated Materials, supplies and services 73,520 73,520 12,089 61,431 Total Expenditures 10,060,492 10,060,492 9,912.370 148,122 Other Financing Sources (Uses): Transfers in: - - 50,000 50,000 Transfers out: (15,000) (15,000) (5,836) 9,164 Total Other Financing Sources (Uses) (15,000) (15,000) 44,164 59,164 Net change in fund balance - - 131,671 131,671 Fund Balance - January 1 3,996,115 3,996,115 3,996,115 - Fund Balance - December 31 S 3,996,175 $ 3,996,115 S 4.127,786 S 131,671 R A-24 City of Hopkins Economic Development Special Revenue Fund Statement of Revenues, Expenditures , and Changes in Fund Balance - Budget and Actual Year Ended December 31, 2009 Variance with Expenditures: Salaries and employee benefits Original and 166,334 final budget Materials, supplies and services final 61,878 positive Total budget Actual (negative) Revenues: (37,500) (37,500) General property taxes $ 50,000 $ 48,254 $ (1,746) Intergovernmental revenue: County grant - 5,000 5,000 Investment earnings 33,000 14,121 (18,879) Other - 15,160 15,160 Total Revenues 83,000 82,535 (465) Expenditures: Salaries and employee benefits 168,960 166,334 2,626 Materials, supplies and services 84,603 61,878 22.725 Total 253,563 228,212 25,351 Less expenditures charged to other activities (37,500) (37,500) Net 216,063 190,712 25,351 Other Financing Sources (Uses): Transfer to Art Center Fund Net change in fund balance Fund Balance - January 1 Fund Balance - December 31 (61.000) (61,000) - (194,063) (169,177) 24,886 2,909,929 2,909,929 - $ 2,715,866 $ 2,740,752 $ 24,886 A-25 City of Hopkins Tax Increment District Entertainment District Special Revenue_ Fund Statement of Revenues, Expenditures, and Changes in Fund Balance - Budget and Actual Year Ended December 31, 2009 A-26 A S Variance with Original and final budget final positive budget Actual (negative) Revenues: Taxes: Tax increment $ 50,000 s 52,174 S 2,174 Investment earnings 1,000 3,059 2,059 Miscellaneous revenue - 74 74 Total Revenues 51.000 55,307 4,307 Expenditures: Materials,. supplies and services 1,275 1,588 (313) Capital outlay: Public improvements 75,000 75,000 - Total Expenditures 76.275 76,588 (313) Net change in fund balance (25,275) (21,281) 3,994 Fund Balance - January 1 (76,190) (96,190) - Fund Balance - December 31 $ (101,465) $ (117,471) S (16,006) A-26 A S y c 00 me 'rn v R N 7 tN'e O 00. ry E V U rn CIL ao N N G � cV b9 O— oo o+ oho C, v� O 7 C C Il N AV' N O r M N r �tl O` M 000 69 Cl of O M ' ' ^ V' N O^ O A is y •p m h Cl O N 7 O IO N h 10 O O Q•-- — z lD M CA Cl v� ' ' ' 00 ' O m C. 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Excluded from the budget adoption process are funds that are completely reimbursable from the federal government and a federal housing contracted program that ended December 31, 2009. The Section 8 and Community Development Block Grant are non -budgeted funds. C. FUND BALANCE DEFICITS At December 31, 2009, the following funds had deficit fund balances or net assets. These deficits will be funded through future tax levies, contributions, grants, charges for services or developer payments: State Chemical Assessment Team $101,947 Paratransit 11,000 Art Center 898,351 Tax Increment 1.2 Entertainment District 117,471 Tax Increment 2.6 Sonoma District 306,961 Tax Increment District 1.3 5t' Avenue Flats 63,954 Tax Increment District 1.4 Marketplace & Main 17,861 Permanent Improvement Revolving 31,817 D. NET ASSETS RESTRICTED BY ENABLING LEGISLATION The government -wide statement of net assets reports $695,209 in restricted net assets for economic development, of which $588,337 is restricted by enabling legislation. 4. DEPOSITS AND INVESTMENTS As of December 31, 2009 the City had the following deposits and investments: Investment Tyne Municipal obligations Negotiable certificates of deposit Money market Deposits Total fair value Fair Value $ 1,545,810 3,871,712 12,567,426 372,508 18.357.456 LE Interest rate risk — Interest rate risk is the risk that the fair value of investments will be adversely affected by a change in interest rates. In accordance with its investment policy, the city manages its exposure to declines in fair values by holding long-term government investments to maturity and by investing in commercial paper with maturity dates of 270 days or less. At of December 31, 2009 the City had the following investment maturities: M62 A-36 Credit risk — Credit risk is the risk that an issuer or other counter party to an investment will not fulfill its obligations. Credit risk is measured using credit quality ratings of investments in debt securities as described by nationally recognized rating agencies such as Standard & Poor's and Moody's. According to the City's investment policy commercial paper shall be restricted to issues, which mature in 270 days or less with a rating of A-1 (Moody's), P -I (Standard & Poor's) or F-1 (Fitch) among at least two of the three rating agencies. The City is authorized by Minnesota Statutes to invest in the following: (a) Direct obligations or obligations guaranteed by the United States or its agencies. (b) Shares of investment companies registered under the Federal Investment Company Act of 1940 and whose only investments are in securities described in (a) above. (c) General obligations in the State of Minnesota or any of its municipalities (d) Bankers' acceptances of United States banks eligible for purchase by the Federal Reserve System (e) Commercial paper issued by United States corporations or their Canadian subsidiaries, of the highest quality, and maturity in 270 days or less; and (f) Guaranteed investment contracts issued or guaranteed by United States commercial banks or domestic branches of foreign banks or United States insurance companies or their subsidiaries. (g) Repurchase or reverse repurchase agreements with banks that are members of the Federal Reserve System with capitalization exceeding $10,000,000, a primary reporting dealer in U.S. Government securities to the Federal Reserve Bank of New York, or certain Minnesota securities broker-dealers. The following table lists the credit quality ratings per Moody's and/or Standard and Poor's and/or Fitch of the City's investments at December 31, 2009. City of Hopkins, Minnesota Quality Ratings NOTES TO FINANCIAL STATEMENTS, (CONT.) Fair December 31, 2009 FDIC Investment maturities (in ears) Value Fair Less No Unrated Value than one 1_5 maturity Investment Type: Muncipal obligations $ 1,545,810 $ - S 1,545,810 $ Negotiable certificates of deposit 3,871,712 3,871,712 - _ Money market accounts 12,567,426 - 12,567,426 Demand deposits 372,508 - - 372,508 - - $18,357,456 $ 3,871,712 $ 1,545,810 $ 12,939,934 Credit risk — Credit risk is the risk that an issuer or other counter party to an investment will not fulfill its obligations. Credit risk is measured using credit quality ratings of investments in debt securities as described by nationally recognized rating agencies such as Standard & Poor's and Moody's. According to the City's investment policy commercial paper shall be restricted to issues, which mature in 270 days or less with a rating of A-1 (Moody's), P -I (Standard & Poor's) or F-1 (Fitch) among at least two of the three rating agencies. The City is authorized by Minnesota Statutes to invest in the following: (a) Direct obligations or obligations guaranteed by the United States or its agencies. (b) Shares of investment companies registered under the Federal Investment Company Act of 1940 and whose only investments are in securities described in (a) above. (c) General obligations in the State of Minnesota or any of its municipalities (d) Bankers' acceptances of United States banks eligible for purchase by the Federal Reserve System (e) Commercial paper issued by United States corporations or their Canadian subsidiaries, of the highest quality, and maturity in 270 days or less; and (f) Guaranteed investment contracts issued or guaranteed by United States commercial banks or domestic branches of foreign banks or United States insurance companies or their subsidiaries. (g) Repurchase or reverse repurchase agreements with banks that are members of the Federal Reserve System with capitalization exceeding $10,000,000, a primary reporting dealer in U.S. Government securities to the Federal Reserve Bank of New York, or certain Minnesota securities broker-dealers. The following table lists the credit quality ratings per Moody's and/or Standard and Poor's and/or Fitch of the City's investments at December 31, 2009. Custodial credit risk Deposits.:-- For deposits, this is the risk that in the event of a bank failure, the City's deposits may not be returned to it. Minnesota Statutes require that all City deposits be protected by insurance, surety bond, or collateral. The market value of collateral pledged must equal 110% of the deposits not covered by insurance or bonds. Authorized collateral includes the legal investments described above, as well as certain first mortgage notes, and certain other state or local government gbligations. Minnesota Statutes A-37 Quality Ratings Fair FDIC Value AAA AA2 AM A2 Insured Unrated Investment Type: Muncipal obligations $ 1,545,810 $ 401,664 $ 234,812 $ 809,271 $ 100,063 $ - $ _ Negotiable certificates of deposit 3,871,712 - - - - 3,871,712 - Money market accounts 12,567,426 - - - 12,567,426 Demand deposits 372,508 - - - - - 372,508 $ 18,357,456 $ 401,664 $ 234.812 $ 809,271 $ 100,063 $ 3,871,712 $ 12,939,934 Custodial credit risk Deposits.:-- For deposits, this is the risk that in the event of a bank failure, the City's deposits may not be returned to it. Minnesota Statutes require that all City deposits be protected by insurance, surety bond, or collateral. The market value of collateral pledged must equal 110% of the deposits not covered by insurance or bonds. Authorized collateral includes the legal investments described above, as well as certain first mortgage notes, and certain other state or local government gbligations. Minnesota Statutes A-37 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 require that securities pledged as collateral be held in safekeeping by the City treasurer or in a financial institution other than that furnishing the collateral. At December 31, 2009 the City had no deposits that were uninsured or uncollateralized. The deposits were insured or collateralized by securities held by the City's agent in the City's name. Investments — For an investment, this is the risk that, in the event of the failure of the counterparty, the City will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. All investments held by the City are insured or registered or are held by the City or its agent in the City's name. The City has the ability and intent to bold its investments to maturity and therefore intends to recover the full carrying value of its investment portfolio upon maturity. Concentration of credit risk — The City's investment policy does not specifically address the issue of concentration of investments by issuer. 5. CAPITAL ASSETS Capital asset activities for the year ended December 31, 2009 were as follows: Beginning Ending Balance Increases Decreases Transfers Balance Governmental activities: Capital assets, not being depreciated Land $ 5,805,711 $ - $ - $ $ 5,805,711 Construction in Progress 4,645,357 1,246,709 - (3,133,265) 2,758,801 Total not being depreciated 10,451,068 1,246,709 - (3,133.265) 8,564,512 Capital assets, being depreciated Buildings 19,759,799 - - 19,759,799 Other Improvements 26,829,897 66,317 3,133,265 30,029,479 Vehicles 3,983,645 31,419 (79,343) - 3,935,721 Machinery & Equipment 4,619,952 240,268 (29,115) - 4,831,105 Total being depreciated 55,193,293 338,004 (108,458) 3,133,265 58,556,104 Less accumulated depreciation: Buildings (3,276,394) (484,328) - - (3,760,722) Other Improvements (11,220,256) (682,676) - - (11,902,932) Vehicles (1,907,339) (371,986) 79,343 - (2,199,982) Machinery & Equipment (3,034,077) (236,581) 28,210 - (3,242 448) Total accumulated depreciation (19,438,066) (1,775,571) 107,553 - (21,106,084) Total capital assets, being depreciated, net 35,755,227 (1,437,567) (905) 3,133,265 37,450,020 Governmental activities capital assets, net $ 462206,295 $ (190,858) $ (905) $ - $ 46.014,532 c A-38 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 Beginning Ending Balance Increases Decreases Transfers Balance Business -type Activities: Capital assets, not being depreciated Land $ 167,789 S - $ S S 167,789 Construction in Progress 1,954,894 875,255 - (756,802) 2,073,347 Total not being depreciated 2,122,683 875,255 (756,802)_. 2,241,136 Capital assets, being depreciated Buildings 6,805,599 6,434 88,421 6,900,454 Infrastructure 18,302,938, 167,637 127,472 18,598,047 Other Improvements 5,267,462 30,463 538,509 5,836,434 Vehicles 729,552 - - - 729,552 Machinery & Equipment 817,081 2,939 (19,733) 2,400 802,687 Total being depreciated 31,922,632 207,473 (19,733) 756,802 32,867,174 Less accumulated depreciation: Buildings (3,311,691) (226,539) (3,538,230) Infrastructure (9,482,520) (396,763) (9,879,283) Other Improvements (854,661) (111,524) (966,185) Vehicles (333,816) (49,665) - (383,481) Machinery & Equipment (553.805) (44,313) 4,895 (593,223) Total accumulated depreciation (14,536,493) (828,804) 4,895 - (15,360,402) Total capital assets, being depreciated, net 17,386,139 (621,331) (14,838) 756,802 17,506,772 Business -type activities capital assets, net S 19.508.822 $ 253.924 S (14,838) S S 19,747,908 Depreciation expense was charged to City functions as follows: Governmental activities: General government Public safety Highways and streets Urban redevelopment and housing Culture and recreation Capital assets held by the government's internal service funds are charged to the various functions based on their usage of the assets Total depreciation expense - governmental activities Business -type activities: Water Sewer Storm Sewer Refuse Pavilion/lee arena Housing and Redevelopment Authority Total depreciation expense - business -type activities A-39 $ 39,493 259,927 860,714 1,256 134,194 479,987 1.775.571 $ 218,513 140,017 190,461 47,490 66,828 165,495 �$ 04 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 Construction commitments The City has active construction projects as of December 31, 2009. The projects include street improvements. The City's commitment with contractors related to these projects is $102,226. 6. INTERFUND RECEIVABLES AND PAYABLES The following funds had amounts receivable from other funds, and the respective funds had equal amounts payable to other funds at December 31, 2009: Due from other funds General Total Due to other funds: Non -major governmental $ 924,101 $ 924,101 Tax Increment District Entertainment District - - Pavilion 218,490 218,490 Non -major proprietary 20,448 20.448 Total due to other funds $ 1,163,039 $ 1,163,039 Advances from other funds General Economic Intemal Economic Development - $ 61,000 Development Service Total Advanced to other funds: Sewer - 50,000 50,000 Non -major governmental $ 616,839 $ - $ 616,839 Tax Increment District Entertainment District 1,458,179 - 1,458,179 Non -major proprietary - 91,249 91,249 Total advances to other funds 2,075,018 $ 91,249 $ 2,166,267 The interf rnd receivables and payables are to eliminate negative cash between funds and to allow for development loans or to facilitate a project or operations of another fund. 7. INTERFUND TRANSFERS The following is a summary of transfers between funds as of December 31, 2009: Transfers in Non -major General Governmental Total Transfers out: General $ 50,000 $ 5,836 $ 55,836 Economic Development - $ 61,000 61,000 Water - 45,000 45,000 Sewer - 50,000 50,000 Storm Sewer - 25,000 25,000 Non -major governmental - 827,039 827,039 Non -major business -type - 25,000 25,000 1,088,875 Total transfers out $ 50,000 $ 1.038,875 $ A-40 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 Interfund transfers allow the City to allocate financial resources to debt service funds that are paying the general obligation debt. Non -routine transfers include the following: 1) Annual transfers from water, sewer and storm sewer for lease payments on new public works facility. 2) An annual transfer, within non -major governmental funds, from the Economic Development and Communication funds to the Art Center Fund totaling $147,920 to pay the original debt for building the facility. 3) Annual transfers from Tax Increment Special Revenue funds to Debt Service funds for debt payments. 4) Transfer from Capital Projects Fund to the General Fund of $50,000 to balance the budget following state aid unallotments. 8. LEASES The city has entered into a lease agreement as a lessee for financing the acquisition of an aerial lift fire truck with a down payment of $445,427. The lease agreement qualifies as a capital lease for accounting purposes and, therefore, has been recorded at the present value of their future minimum lease payments as of the inception date. The asset acquired through the capital lease is as follows: Governmental Activities Asset: Machinery and equipment $870,427 Less: Accumulated depreciation (50,695) Total The future minimum lease obligations and the net present value of these minimum lease payments as of December 31, 2009 are as follows: 9. LONG-TERM DEBT The City issues general obligation bonds to provide funds for the acquisition and construction of major capital facilities. General obligation bonds have been issued for governmental activities. General Obligation Bonds are backed by the full faith, credit and taxing power of the City, and are serviced by General and Tax Increment levies and also by fees assessed against benefited properties. These bonds generally are issued as 20 -year serial bonds. A-41 Governmental Activities Year Ending December 31. 2010 $ 54,217 2011 54,217 2012 54,217 2013 54,217 2014 54,217 2015-2018 216.868 Total minimum lease payments 487,953 Less: amount representing interest (96,839) Present value of minimum lease payments $ 391,115 9. LONG-TERM DEBT The City issues general obligation bonds to provide funds for the acquisition and construction of major capital facilities. General obligation bonds have been issued for governmental activities. General Obligation Bonds are backed by the full faith, credit and taxing power of the City, and are serviced by General and Tax Increment levies and also by fees assessed against benefited properties. These bonds generally are issued as 20 -year serial bonds. A-41 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 Refunding: On December 31, 2009 the City issued $2,865,000 in Taxable General Obligation Housing Improvement Bonds, Series 2009B for the purpose of refunding $1,035,000 Taxable General Obligation Housing Improvement Bonds, Series 1999A and $1,830,000 Taxable General Obligation Housing Improvement Bonds, Series 1999B. Future debt service payments will be reduced by $550,156 with a present value savings of $433,635. The refunded bonds will be called and paid on February 1, 2010. General obligation bonds currently outstanding are as follows: Purpose Principal Interest Rates Original Amount Current Amount Governmental activities 2.00-8.0% $ 22,335;000 $14,080,000 Governmental activities — refunding 1.00-8.1% 10,443,543 5,455,000 Annual debt service requirements to maturity for general obligation bonds are as follows: Year Ending Govermnental Activities December 31 Principal Interest 2010 $ 4,165,000 S 727,818 2011 1,350,000 610,457 2012 1,360,000 560,737 -2013 1,105,000 514,437 2014 1,145,000 472,655 2015-2019 5,985,000 1,628,287 2020-2024 4,425,000 381,178 S 19,535,000 $ 4,895,569 The City also has special assessment bonds, which are backed by the full faith, credit and taxing power of the City, and repayment monies are generated by the collection of special assessments and general levies. The bonds have a stated rate of interest from 1.65% - 4.8% and are payable over the next nine years. The bonds originally issued at $4,585,000 have a current balance of $2,330,000. Annual debt service requirements to maturity for special assessment bonds are as follows: Year Ending Governmental Activities December 31 Principal Interest 2010 S 375,000 $ 89,315 2011 285,000 75,751 2012 295,000 64,080 2013 290,000 52,124 2014 200,000 41,863 2015-2018 885,000 77,031 $ 2,330,000 $ 400,164 Revenue bonds The City also issues bonds where the government pledges income derived from the acquired or constructed assets to pay debt service. On December 31, 2009 the City issued $3,295,000 General Obligation Bonds, Series 2009A to finance water, sewer and storm sewer improvements and to refund $1,140,000 Water Revenue Bonds, Series 2000A and $815,000 Storm Sewer Revenue Bonds, Series 1999C. Future debt service payments will be reduced by $133,419 with a present value savings of $123,884. The refunded bonds will be called and paid on February 1, 2010. A-42 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 Revenue bonds outstanding at year-end are as follows: P_umo_se Storm sewer construction & replacement Water tower painting, meter system replacement Storm sewer - refunding Water refunding Water construction & replacement Sanitary sewer construction & replacement Interest Rates Original Amount 2.0-5.0% $ 2,810,000 4.5-5.5% 2,060,000 2.0-4.0% 2,215,000 2.0-4.0% 850,000 2.0-4.0% 820,000 2.0-4.0% 1,020,000 Revenue bond debt service requirements to maturity are as follows: Year Ending December 31 Principal Interest 2010 $ 1,995,000 $ 142,228 2011 420,000 124,145 2012 445,000 114,876 2013 460,000 105,107 2014 470,000 94,033 2015-2019 1,235,000 323,755 2020-2024 1,020,000 129,381 2025 155,000 3,100 $ 6,200.000 $ 1,036,625 Public Facility Lease Revenue Bonds Current Amount $ 1,680,000 1,000,000 830,000 850,000 820,000 1,020,000 The Housing and Redevelopment Authority in and for the City of Hopkins, a blended component unit of the City, has issued public facility lease revenue bonds for the construction of police station improvements. The Housing and Redevelopment Authority has entered into ground leases with the City for the lease of the facilities to the City. The leases will remain in effect until all principal and interest on the bonds have been paid. So long as the leases are in effect, the City will make semiannual lease payments on each February 1 and August 1, in amounts sufficient to pay all principal and interest on the bonds due on such payment date. The bonds are special obligations of the Housing and Redevelopment Authority. The bonds do not constitute a general obligation of the Housing and Redevelopment Authority or the City. It is the intent of the City to levy ad valorem taxes an amount sufficient to make rental payments required under the leases. In the event the annual appropriation is not made, the bond trustees are entitled to repossession and the right to release the buildings and land. Public facility lease revenue bonds currently outstanding are as follows: PpMose Police Station improvements Interest Rates Original Amount Current Amount 2.0-4.35% $ 3,050,000 $ 2,440,000 Annual debt service requirements to maturity are as follows: Year Ending December 31 Principal Interest 2010 $ 125,000 $ 90,091 2011 130,000 86,391 2012 135,000 82,281 2013 140,000 77,811. 2014 145,000 73,054 2015-2019 795,000 282,741 2020-2024 970,000 106,705 $ 2,440,000 $ 799,074 A-43 City of Hopkins, Minnesota NOTES TO FINANCIAL STATEMENTS, (CONT.) December 31, 2009 The City is subject to a statutory limit of bonded indebtedness equaling 3.0 percent of taxable market value. At December 31, 2009, the debt limit for the City is $50,734,311. Of the total debt, $8,772,279 of general obligation and revenue bonds is applicable to the limit. The legal debt margin is $41,962,032. Advance Refunding On August 14, 2007 the City issued $9,920,000 in General Obligation Capital Improvement Bonds, Series 2007A for the purpose of refunding the $10,760,000 HRA Lease Revenue Bonds, Series 2002A. Future debt service payments will be reduced by $120,340 with a present value savings, of $89,973. Changes in long-term liabilities Long-term liability activity for the year ended December 31, 2009, was as follows: Beginning Ending Due Within Balance Additions Deductions Balance One Year Governmental Activities: Bonds payable: G.O. tax increment bonds S 8,135,000 $ 2,865,000 $ 710,000 $ 10,290,000 $ 3,545,000 General obligation bonds 9,855,000 - 610,000 9,245,000 620,000 Total general obligation bonds 17,990,000 2,865,000 1,320,000 19,535,000 4,165,000 Special assessment bonds 2,690,000 - 360,000 2,330,000 375,000 Public facility lease bonds 2,565,000 - 125,000 2,440,000 125,000 Less deferred amounts For issuance discounts (105,263) - 7,110 (98,153) For issuance premimns 6,635 - (664) 5,971 On refunding (2,596) (24,400) 519 (26,477) - Total bonds payable 23,143,776 2,840,600 1,811,965 24,186,341 4,665,000 Compensated absences 802,753 694,557 650,823 846,487 650,823 Net OPEB liability 67,264 201,849 156,130 112,983 - Capital lease payable 425,000 - 33,885 391,115 35,559 Governmental activity long-term liabilities $ 24,438,793 $ 3,737.006 $ 2,652,803 S 25,536,926 $ 5,351,382 Business -type activities: Bonds payable: Revenue bonds S 3,410,000 $ 3,295,000 $ 505,000 $ 6,200,000 $ 1,995,000 Less deferred amounts For issuance premiums - 63,317 (351) 62,966 - Compensated absences 130,531 86,949 102,996 114,484 91,095 Net OPEB liability 15,522 33,708 30,366 18,864 - Business -type activity long -tern liabilities $ 3,556,053 $ 3,478,974 $ 638,011 $ 6,396,314 $ 2,086,095 For the governmental activities compensated absences are generally liquidated by the general and special revenue funds. 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E d 0 0 u'CO�au�a O 9 U 3 S c a q 6 o Sol G f� mac•° E2V =E�KRHOao E9E uq �`°4NOU Rio .p..:pcy�'c�ic 4 p�=98 a y3 �EET�o cam' FO "pa VIA;6 a==p.Ts nJ oD <e�3C°-a of r9 14.2 ou oyy _•oa; F, ;a m z h h � .• t� O 6 �<^, V 4 O V < U O �C U V K C T G E Y U S� � F E w v� � w� J •G � U O_ h ` V '• >' V A-47 APPENDIX B �; FORM OF LEGAL OPINION '13""Offices in ne g 470 U.S. Bank Plaza 200 South Sixth Street v Minneapolis Minneapolis MN 55402 rx f Saint Paul (612) 337-9300 telephone _ (612) 337-9310 fax �"St. Cloud http://www.kennedy-graven.com tMOW U,0, Affirmative Action Equal Opportunity Employer $ General Obligation Permanent Improvement Revolving Fund Bonds Series 2010A City of Hopkins Hennepin County, Minnesota We have acted as bond counsel to the City of Hopkins, Minnesota (the "Issuer"), in connection with the issuance by the Issuer of its General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Bonds"), originally dated as of November _; 2010, and issued in the original aggregate principal amount of $ . In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1. The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable from revenues credited to the Issuer's permanent improvement revolving fund, including special assessments levied or to be levied on property specially benefited by local improvements and ad valorem taxes, but ifnecessary for the payment thereofadditional ad valorem taxes are required by law to be levied on all taxable property in the City, which taxes are not subject to any limitation as to rate or amount. n FM 3. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates for Minnesota income tax purposes. Interest on the Bonds is not a preference item nor includable in adjusted current earnings 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. However, such interest is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor's rights generally and by equitable principles, whether considered at law or in equity. 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. This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Dated November _, 2010, at Minneapolis, Minnesota. WE FORM OF LEGAL OPINION i� 11011Offices in 470 U.S. Bank Plaza r =vii51 200 South Sixth Street Minneapolis Minneapolis MN 55402 Saint Paul (612) 337-9300 telephone ���p (612) 337-9310 fax 0" St. Cloud http://www.kennedy-graven.com Affirmative Action Equal Opportunity Employer General Obligation Refunding Bonds Series 20101 City of Hopkins Hennepin County, Minnesota We have acted as bond counsel to the City of Hopkins, Minnesota (the "Issuer"), in connection with the issuance by the Issuer of its General Obligation Refunding Bonds, Series 2010B (the "Bonds"), originally dated as of November _, 2010, and issued in the original aggregate principal amount of $ . In such capacity and for the purpose of rendering this opinion we have examined certified copies of certain proceedings, certifications and other documents, and applicable laws as we have deemed necessary. Regarding questions of fact material to this opinion, we have relied on certified proceedings and other certifications of public officials and other documents furnished to us without undertaking to verify the same by independent investigation. Under existing laws, regulations, rulings and decisions in effect on the date hereof, and based on the foregoing we are of the opinion that: 1. The Bonds have been duly authorized and executed, and are valid and binding general obligations of the Issuer, enforceable in accordance with their terms. 2. The principal of and interest on the Bonds are payable primarily from special assessments levied or to be levied on property specially benefited by local improvements, ad valorem taxes, net revenues ofthe storm sewer system of the Issuer, and tax increments resulting from increases in the taxable value of real property in a tax increment financing district of the Issuer, but if necessary for the payment thereof additional ad valorem taxes are required by law to be levied on all taxable property of the Issuer, which taxes are not subject to any limitation as to rate or amount. ME 3. Interest on the Bonds is excludable from gross income of the recipient for federal income tax purposes and, to the same extent, is excludable from taxable net income of individuals, trusts, and estates 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 ofthe Minnesota alternative minimum tax imposed on individuals, trusts and estates. However, such interest is taken into account in determining adjusted current earnings for the purpose of computing the federal alternative minimum tax imposed on certain corporations and is subject to Minnesota franchise taxes on corporations (including financial institutions) measured by income and the alternative minimum tax base. The opinion set forth in this paragraph is subject to the condition that the Issuer comply with all requirements of the Internal Revenue Code of 1986, as amended, that must be satisfied subsequent to the issuance of the Bonds in order that interest thereon be, or continue to be, excludable from gross income for federal income tax purposes and from taxable net income for Minnesota income tax purposes. The Issuer has covenanted to comply with all such requirements. Failure to comply with certain of such requirements may cause interest on the Bonds to be included in gross income for federal income tax purposes and taxable net income for Minnesota income tax purposes retroactively to the date of issuance of the Bonds. We express no opinion regarding tax consequences arising with respect to the Bonds other than as expressly set forth herein. 4. The rights of the owners of the Bonds and the enforceability of the Bonds may be limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditor's rights generally and by equitable principles, whether considered at law or in equity. 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. This opinion is given as of the date hereof and we assume no obligation to update, revise, or supplement this opinion to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Dated November _, 2010, at Minneapolis, Minnesota. IC APPENDIX C BOOK -ENTRY -ONLY SYSTEM 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 issue of] the Securities, [each] in the aggregate principal amount of such issue, and will be deposited with DTC. [If, however, the aggregate principal amount of [any] issue exceeds $500 million, one certificate will be issued with respect to each $500 million of principal amount, and an additional certificate will be issued with respect to any remaining principal amount of such issue.] 2. DTC, the world's largest securities 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 of the Federal Reserve System, a "clearing corporation" within the meaning ofthe New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non -U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 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 of The Depository Trust & Clearing Corporation ("DTCC"). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. 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 and www.dtc.org. 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 ofthe transaction, as well as periodic statements oftheir holdings, from the Director 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 of DTC'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 ofthe 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 may or 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., C-1 Conveyance ofnotices 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 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 the 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. If less 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. 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 MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to City 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 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 will 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 of funds and corresponding detail information from the City 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, Agent, or the City, 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 of DTC) is the responsibility of the City or Agent, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. 9. A Beneficial Owner shall give notice to elect to have its Securities purchased or tendered, through its Participant, to [Tender/Remarketing] 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 [Tender/Remarketing] 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 oftendered Securities to [Tender/Remarketing] Agent's DTC account. 10. DTC may discontinue providing its services as depository with respect to the Securities at any time by giving reasonable notice to the City or Agent. Under such circumstances, in the event that a successor depository is not obtained, Security certificates are required to be printed and delivered. 11. The City may decide to discontinue use of the system of book -entry -only transfers through DTC (or a successor securities depository). In that event, Security certificates will be printed and delivered to DTC. 12. The information in this section concerning DTC and DTC's book -entry system has been obtained from sources that the City believes to be reliable, but the City takes no responsibility for the accuracy thereof. C-2 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 "Issuer") in connection with the issuance of its (i) General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A, in the original aggregate principal amount of $ (the "PIR Bonds"), and (ii) General Obligation Refunding Bonds, Series 2010B (the "Refunding Bonds, and collectively with the PIR Bonds, the `Bonds"), in the original aggregate principal amount of $ . The PIR Bonds are being issued pursuant to an authorizing resolution adopted by the City Council of the Issuer on September 7, 2010, and an award resolution adopted by the City Council of the Issuer on October 19, 2010 (collectively, the "PIR Resolutions") and delivered to (the "PIR Purchaser") on the date hereof. The Refunding Bonds are being issued pursuant to an authorizing resolution adopted by the City Council of the Issuer on September 7, 2010, and an award resolution adopted by the City Council of the Issuer on October 19, 2010 (collectively, the "Refunding Resolutions," and collectively with the PIR Resolutions, the "Resolutions") and delivered to (the "Refunding Purchaser") on the date hereof. Pursuant to the Resolutions, the Issuer has covenanted and agreed to provide continuing disclosure of certain financial information and operating data and timely notices of the occurrence of certain events. In addition, the Issuer hereby covenants and agrees as follows: Section 1. Purpose ofthe Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Issuer for the benefit of the Holders (defined herein) of the Bonds 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 Bonds that is required by the Rule. Section 2. Definitions. In addition to the defined terms set forth in the Resolutions, 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 Issuer pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. "Audited Financial Statements" means the Issuer'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"). ` EMMA" means the Electronic Municipal Market Access system operated by the MSRB as the primary portal for complying with the continuing disclosure requirements of the Rule. "Final Official Statement" means the deemed final official statement dated October _, 2010, plus the addendum thereto which together constitute the final official statement delivered in connection with the Bonds, which is available from the MSRB. "Fiscal Year" means the fiscal year of the Issuer. "Holder" means the person in whose name a security is registered or a beneficial owner of such a security. "Issuer" means the City of Hopkins, Minnesota, which is the obligated person with respect to the Bonds. D-1 "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 1900 Duke Street, Suite 600, Alexandria, VA 22314. "Participating Underwriter" means any of the original underwriter(s) of the Bonds (including the Purchaser) required to comply with the Rule in connection with the offering of the Bonds. "Repository" means EMMA. "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 SEC. "SEC" means the Securities and Exchange Commission. Section 3. Provision of Annual Financial Information and Audited Financial Statements. (a) The Issuer 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, 2010, the 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;Lop vided that the Audited Financial Statements of the Issuer may be submitted separately from the balance of the Annual Report and will be submitted as soon as available. (b) If the Issuer is unable or fails to provide to the Repository an Annual Report by the date required in subsection (a), the Issuer shall send a notice of that fact to the Repository and the MSRB. (c) The Issuer shall determine each year prior to the date for providing the Annual Report the name and address of each Repository. Section 4. Content ofAnnual Reports. The Issuer'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 of the items listed above may be incorporated by reference from other documents, including official statements of debt issues of the Issuer or related public entities, which have been submitted to the Repository or the SEC. Ifthe document incorporated by reference is a final official statement, it must also be available from the MSRB. The Issuer shall clearly identify each such other document so incorporated by reference. D-2 Section S. Reporting of Material Events. 0 (a) This Section 5 shall govern the giving of notices of the occurrence of any of the following events if material with respect to the Bonds: Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial 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 Issuer obtains knowledge of the occurrence of a Material Event, the Issuer shall promptly file a notice of such occurrence with the Repository or with the MSRB. 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 Bonds pursuant to the Resolutions. (c) Unless otherwise required by law and subject to technical and economic feasibility, the Issuer shall employ such methods of information transmission as shall be requested or recommended by the designated recipients of the Issuer's information. Section 6. EMMA. The SEC has designated EMMA as a nationally recognized municipal securities information repository and the exclusive portal for complying with the continuing disclosure requirements of the Rule. Until the EMMA system is amended or altered by the MSRB and the SEC, the Issuer shall make all filings required under this Disclosure Certificate solely with EMMA. Section 7. Termination of Reporting Obligation. The Issuer's obligations under the Resolutions and this . Disclosure Certificate shall terminate upon the legal defeasance, or upon the redemption or payment in full of all the Bonds. Section 8. Agent. The Issuer may, from time to time, appoint or engage a dissemination agent to assist it in carrying out its obligations under the Resolutions and this Disclosure Certificate, and may discharge any such agent, with or without appointing a successor dissemination agent. Eip D-3 -- Section 9. Amendment; Waiver. Notwithstanding any other provision of the Resolutions or this Disclosure Certificate, the Issuer 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. The provisions of the Resolutions constituting the undertaking and this Disclosure Certificate, or any provision hereof, shall be null and void in the event that the Issuer delivers to the Repository an opinion of nationally recognized bond counsel to the effect that those portions of the Rule which require the Resolutions and this Disclosure Certificate are invalid, have been repealed retroactively or otherwise do not apply to the Bonds. The provisions of the Resolutions and this Disclosure Certificate may be amended without the consent of the Holders of the Bonds, but only upon the delivery by the Issuer to the Repository of the proposed amendment and an opinion of nationally recognized bond counsel to the effect that such amendment, and giving effect thereto, will not adversely affect the compliance of the Resolutions and this Disclosure Certificate and by the Issuer with the Rule. Section 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Issuer 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 Issuer chooses to include any information in any Annual Report or notice of occurrence of a Material Event in addition to that which is specifically required by this Disclosure Certificate, the Issuer shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Material Event. Section 11. Default. In the event of a failure of the Issuer to comply with any provision of this Disclosure Certificate any Holder of the Bonds may take such actions as may be necessary and appropriate, including seeking mandamus or specific performance by court order, to cause the Issuer to comply with its obligations under the Resolutions and this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default with respect to the Bonds and the sole remedy under this Disclosure Certificate in the event of any failure ofthe Issuer to comply with this Disclosure Certificate shall be an action to compel performance. Section 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Issuer, the Participating Underwriters and Holders from time to time of the Bonds, and shall create no rights in any other person or entity. (The remainder of this page is intentionally left blank.) D-4 IN WITNESS WHEREOF, we have executed this Disclosure Certificate in our official capacities effective as of 0 the date and year first written above. CITY OF HOPKINS, MINNESOTA Mayor City Manager MW D-5 APPENDIX E TERMS OF PROPOSAL $2,710,000* GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2010A CITY OF HOPKINS, MINNESOTA Proposals for the purchase of $2,710,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A (the "Series 2010A Bonds") of the City of Hopkins, Minnesota (the "City") will be received at the offices of Ehlers & Associates, Inc. ('Ehlers"), 3060 Centre Pointe Drive, Roseville, Minnesota 55113-1105, Financial Advisors to the City, until 11:00 A.M., Central Time, and ELECTRONIC PROPOSALS will be received via PARITY, in the manner described below, until 11:00 A.M. Central Time, on October 19,20 10, at which time they will be opened, read and tabulated. The proposals will be presented to the City Council for consideration for award at a meeting to be held at 7:30 P.M., Central Time, on the same date. The proposal offering to purchase the Series 2010A Bonds upon the terms specified herein and most favorable to the City will be accepted unless all proposals are rejected. PURPOSE The Series 2010A Bonds are being issued pursuant to Minnesota Statutes, Chapters 429 and 475, for the purpose of financing various public improvements within the City. The Series 2010A Bonds will be general obligations of the City for which its full faith, credit and taxing powers are pledged. DATES AND MATURITIES The Series 2010A Bonds will be dated November 17, 2010, 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* 2012 $140,000 2017 $175,000 2022 $180,000 2013 165,000 2018 180,000 2023 190,000 2014 165,000 2019 185,000 2024 190,000 2015 170,000 2020 190,000 2025 200,000 2016 175,000 2021 200,000 2026 205,000 ADJUSTMENT OPTION * The City reserves the right to increase or decrease the principal amount of the Series 2010A Bonds on the day of sale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. E-1 TERM BOND OPTION Proposals for the Series 2010A Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. All dates are inclusive. INTEREST PAYMENT DATES AND RATES Interest will be payable on February 1 and August 1 of each year, commencing August 1, 2011, to the registered owners of the Series 2010A 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 Series 2010A 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 Series 2010A Bonds of any subsequent maturity. Each rate must be expressed in an integral multiple of 5/100 or 1/8 of 1%. BOOK -ENTRY -ONLY FORMAT The Series 2010A Bonds will be designated in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York ("DTC"). DTC will act as securities depository for the Series 2010A 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 records regarding the beneficial interests of the individual purchasers of the Series 2010A Bonds. So long as Cede & Co. is the registered owner of the Series 2010A 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 Series 2010A Bonds. PAYING AGENT The City has selected Bankers Trust Company, Des Moines, Iowa, to act as paying agent (the "Paying Agent"). The City will pay the charges for Paying Agent services. The City reserves the right to remove the Paying Agent and to appoint a successor. OPTIONAL REDEMPTION At the option of the City, Series 2010A Bonds maturing on or after February 1, 2019 shall be subj ect to prior payment on February 1, 2018 or on any date thereafter, at a price of par plus accrued interest. Redemption maybe in whole or in part of the Series 2010A Bonds subject to prepayment. If redemption is in part, the selection of the amounts and maturities of the Series 2010A Bonds to be prepaid shall be at the discretion of the City. If only part of the Series 2010A Bonds having a common maturity date are called for redemption, the City or Paying Agent, if any, will notify DTC of the particular amount of such maturity to be redeemed. 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 Series 2010A Bond to be redeemed at the address shown on the registration books. E-2 DELIVERY On or about November 17, 2010, the Series 2010A Bonds will be delivered without cost to the original purchaser at DTC. On the day of closing, the City 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 Series 2010A Bonds is then pending or, to the best knowledge of officers of the City, threatened. Payment for the Series 2010A Bonds must be received by the City at its designated depository on the date of closing in immediately available funds. LEGAL OPINION An opinion as to the validity of the Series 2010A Bonds and the exemption from taxation of the interest thereon will be furnished by Kennedy & Graven, Chartered, Minneapolis, Minnesota, bond counsel to the City, and will accompany the Series 2010A Bonds. The legal opinion will state that the Series 2010A Bonds are valid and binding general obligations ofthe City 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, insolvency, reorganization, moratorium or creditors' rights generally. SUBMISSION OF PROPOSALS Proposals must not be for less than $2,676,125 plus accrued interest on the principal sum of $2,710,000 from date of original issue of the Series 2010A 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; or 3) Electronically via PARITY in accordance with this Terms of Proposal until 11:00 A.M. Central Time, but no proposal will be received after the time for receiving proposals specified above. To the extent any instructions or directions set forth in PARITY conflict with this Terms of Proposal, the terms of this Terms of Proposal shall control. For further information about PARITY, potential bidders may contact Ehlers or i -Deal LLC at 1359 Broadway, 2°a Floor, New York, New York 10018, Telephone (212) 849-5021. Proposals must be submitted to Ehlers via one of the methods 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 City nor Ehlers shall be responsible for any failure to receive a facsimile submission. A good faith deposit (the "Deposit") in the amount of $54,200, complying with the provisions below, must be submitted with each proposal. The Deposit must be in the form of a certified or cashier's check, or a financial surety bond or a wire transfer of funds to KleinBank, 1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. The Deposit will be retained by the.City 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 Series 2010A Bonds. The Deposit, payable to the City, shall be retained in the offices of Ehlers with the same effect as if delivered to the City. Alternatively, bidders may wire the Deposit to KleinBank,1550 Audubon Road, Chaska, Minnesota, ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. The City and any bidder who chooses to so wire the Deposit hereby agree irrevocably that Ehlers shall be the escrow holder of the Deposit wired to such account subject only to these conditions and duties: 1) All income earned thereon shall be retained by the E-3 escrow holder as payment for its expenses; 2) If the proposal is not accepted, Ehlers shall, at its expense, promptly return the Deposit amount to the losing bidder; 3) If the proposal is accepted, the 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 Deposit amount and shall have no liability hereunder except if it 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 $250,000 per bidder. If a financial surety bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota, and preapproved by the City. 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 Series 2010A Bonds are awarded to a bidder using a financial surety bond, then that bidder 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 City 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 City scheduled for award of the Series 2010A Bonds is adjourned, recessed, or continued to another date without award of the Series 2010A Bonds having been made. AWARD The Series 2010A Bonds will be awarded to the bidder offering the lowest interest rate to be determined on a True Interest Cost (TIC) basis. The City's computation ofthe interest rate of each proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Series 2010A Bonds will be awarded by lot. The City reserves the right to reject any and all proposals and to waive any informality in any proposal. BONDINSURANCE If the Series 2010A Bonds are qualified for any bond insurance policy, the purchase of such policy shall be at the sole option and expense of the purchaser. Any cost for such insurance policy is to be paid by the purchaser, except that, if the City requested and received a rating on the Series 2010A Bonds from a rating agency, the City will pay that rating fee. Any rating agency fees not requested by the City are the responsibility of the purchaser. Failure of the municipal bond insurer to issue the policy after the Series 2010A Bonds are awarded to the purchaser shall not constitute cause for failure or refusal by the purchaser to accept delivery of the Series 2010A Bonds. CUSIP NUMBERS The City will assume no obligation for the assignment or printing of CUSIP numbers on the Series 2010A Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be printed at the expense of the purchaser, if the purchaser waives any delay in delivery occasioned thereby. QUALIFIED TAX-EXEMPT OBLIGATIONS The City will designate the Series 2010A Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. E-4 n 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 Series 2010A 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 Series 2010A Bonds necessary to compute the yield on the Series 2010A Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. PRELIMINARY OFFICIAL STATEMENT Bidders may obtain a copy of the Preliminary Official Statement relating to the Series 2010A Bonds prior to the proposal opening by request from Ehlers at www.ehlers-inc.com by connecting to the link to the Bond Sales. The Syndicate Manager will be provided with an electronic copy and up to 10 printed copies upon request of the Final Official Statement within seven business days of the proposal acceptance. Additional copies of the Final Official Statement will be available at a cost of $10.00 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 City Council City of Hopkins, Minnesota E-5 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 Series 2010B Bonds necessary to compute the yield on the Series 2010B Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. PRELIMINARY OFFICIAL STATEMENT Underwriters may obtain a copy of the Preliminary Official Statement relating to the Series 2010B Bonds prior to the proposal opening by request from Ehlers at www.ehlers-ine.com by connecting to the link to the Bond Sales. The Syndicate Manager will be provided with an electronic copy and up to 10 printed copies of the Final Official Statement upon request within seven business days of the proposal acceptance. Additional copies of the Final Official Statement will be available at a cost of $10.00 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 City Council City of Hopkins, Minnesota E-10 H H PROPOSALFORM The City Council City of Hopkins, Minnesota October 19, 2010 RE: $2,710,000* General Obligation Permanent Improvement Revolving Fund Bonds, Series 2010A DATED: November 17, 2010 For all or none of the above Series 2010A Bonds, in accordance with the Terms of Proposal and terms of the Global Book -Entry System as stated in this Preliminary Official Statement, we will pay you $ (not less than $2,676,125) plus accrued interest to date of delivery for fully registered bonds bearing interest rates and maturing in the stated years as follows: % due 2012 % due 2017 % due 2022 % due 2013 % due 2014 % due 2015 % due 2018 % due 2019 % due 2020 % due 2023 % due 2024 % due 2025 % due 2016 % due 2021 % due 2026 * The City reserves the right to increase or decrease the principal amount of the Series 2010A Bonds on the day of sale, in increments of $5,000 each. Increases or decreases may be made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. We enclose our good faith deposit in the amount of $54,200, 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 WeinBank,1550 Audubon Road, Chaska, Minnesota, ABA No: 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. 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 October 7, 2010. This proposal is for prompt acceptance and is conditional upon deposit of said Series 2010A 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 November 17, 2010. This proposal is subj ectto 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 City with the reoffering price of the Series 2010A 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 November 17, 2010 of the above proposal is $ and the true interest cost (TIC) is %. The foregoing offer is hereby accepted by and on behalf of the City Council of the City of Hopkins, Minnesota, on October 19, 2010. 0 Title: By: Title: PROPOSALFORM The City Council City of Hopkins, Minnesota RE: $2,680,000** General Obligation Refunding Bonds, Series 2010B DATED: November 17, 2010 October 19, 2010 For all or none of the above Series 201 OB Bonds, in accordance with the Terms of Proposal and terms of the Global Book -Entry System as stated in this Preliminary Official Statement, we will pay you $ (not less than $2,653,200) plus accrued interest to date of delivery for fully registered bonds bearing interest rates and maturing in the stated years as follows: % due 2012 % due 2013 % due 2014 % due 2015 % due 2016 % due 2017 % due 2018 % due 2019 % due 2020 % due 2021 % due 2022 % due 2023 ** The City reserves the right to increase or decrease the principal amount of the Series 2010B Bonds on the day of sale, in increments of $5,000. Increases or decreases maybe made in any maturity. If any principal amounts are adjusted, the purchase price proposed will be adjusted to maintain the same gross spread per $1,000. We enclose our good faith deposit in the amount of $53,600, 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 KleinBank,1550 Audubon Road, Chaska, Minnesota; ABA No. 091915654 for credit: Ehlers & Associates Good Faith Account No. 3208138. 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 October 7, 2010. This proposal is for prompt acceptance and is conditional upon deposit of said Series 2010B 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 November 17, 2010. 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 City with the reoffering price of the Series 2010B 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 November 17, 2010 of the above proposal is $ and the true interest cost (TIC) is %. The foregoing offer is hereby accepted by and on behalf of the City Council ofthe City of Hopkins, Minnesota, on October 19, 2010. By: Title: By: Title: H 0