Loading...
CR 10-117 Award of Sale - G.O. Refunding Bonds Series 2010BOctober 19, 2010 Proposed Action 1320 - City of Hopkins Council Report 2010-117 AWARD SALE OF BONDS — G.O. Refunding Bonds Series 2010B Staff recommends approval of the following motion: Approve resolution No. 2010-069 awarding the sale of $2,680,000 General Obligation Refunding Bonds, Series 2010B. 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 The City of Hopkins has the authority to issue refunding bonds to pay for early retirement of existing debt for new debt at a lower price. It has been demonstrated that current bond rates have gone down and the city has an opportunity to issue new bonds at a lower rates to pay off old bonds that are at higher rates. All three of the bonds being refunded, the 2002B GO PIR Bonds, 2003A GO Storm Sewer Revenue Bonds and the 2002A GO Tax Increment Bonds are callable. The 2002A will be a crossover refunding as that bond issue is not callable until 2013. The present value savings is estimated to be $4,710 for the PIR Bonds, $65,064 for the Storm Sewer Bonds and $98,780 for the Tax Increment Bond with total estimated net savings of $168,554. In the future, fewer funds will be needed to pay off our new obligation. At the September 7, 2010 Council Meeting, the Council authorized the sale of 2,680,000 bonds for refunding the aforementioned bond issues. The bids will be accepted until 11:00 am on October 19, 2010 at which time they will be reviewed and the recommendation incorporated into Resolution 2010-069. 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. 2010-069 • Official Statement (previously emailed to each council member) — and included with CR 2010-116 as part of the permanent minute files. Both bond offerings are listed in the same official statement. Christine M. Harkess, CPA, CGFM Finance Director Financial Impact: $ $2,680,000 Budgeted: Y/N X N Source: Bond Proceeds Related Documents (CIP, ERP, etc.): CIP Notes: 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 refunding bonds, directing their execution and delivery, and providing for the escrowing and investment of a portion of the proceeds thereof. 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 Refunding Bonds, Series 2010B, in the aggregate principal amount of $2,680,000. 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: RESOLUTION NO. 2010-069 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2010B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $2,680,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF A PORTION OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY BE IT RESOLVED By the City Council of the City of Hopkins, Hennepin County, Minnesota (the "City") as follows: Section 1. Findings; Sale of Bonds. 1.01. Findings. It is hereby determined that: (a) Pursuant to Minnesota Statutes, Chapters 469 and 475, as amended, the City issued its General Obligation Tax Increment Bonds, Series 2002A (the "Series 2002A TIF Bonds"), in the original aggregate principal amount of $2,450,000, to pay all or a portion of the public redevelopment costs related to Tax Increment Financing District No. 2-11 within Redevelopment Project No. 1 of the City (the "TIF Project"). (b) Pursuant to Minnesota Statutes, Chapters 429 and 475, as amended, Minnesota Statutes Section 429.091, and Section 7.14, subdivision 2 of the City Charter (the "Charter"), the City issued its General Obligation Permanent Improvement Revolving Fund Bonds, Series 2002B (the "Series 2002B Improvement Bonds"), in the original aggregate principal amount of $960,000, to finance various assessable improvement projects within the City (the "Improvement Project'). (c) Pursuant to Minnesota Statutes, Chapters 444 and 475, as amended, the City issued its General Obligation Storm Sewer Revenue Bonds, Series 2003A (the "Series 2003A Storm Sewer Bonds"), in the original aggregate principal amount of $1,265,000, to finance the construction of various storm sewer system improvements within the City (the "Storm Sewer Project"). (d) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 13, to issue and sell its general obligation bonds to refund outstanding bonds when determined by the City Council to be necessary and desirable. (e) Furthermore, the City is authorized by Minnesota Statutes, Section 475.67, subdivision 3, to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. 2 (f) It is necessary and desirable that the City issue its General Obligation Refunding Bonds, Series 2010B (the "Bonds"), in the original aggregate principal amount of $2,680,000, to (i) refund in advance of maturity and at their redemption date certain outstanding general obligations of the City; and (ii) refund certain outstanding general obligations of the City for the reduction of debt service costs to the City. (g) The outstanding bonds to be refunded (collectively, the "Refunded Bonds") consist of the City's (i) Series 2002A TIF Bonds, issued in the original aggregate principal amount of $2,450,000 and currently outstanding in the aggregate principal amount of $1,820,000, of which $1,490,000 in principal amount will be callable on February 1, 2013; (ii) Series 2002B Improvement Bonds, issued in the original aggregate principal amount of $960,000 and currently outstanding in the aggregate principal amount of $335,000, of which $215,000 in principal amount will be callable on February 1, 2011; and (iii) Series 2003A Storm Sewer Bonds, issued in the original aggregate principal amount of $1,265,000 and currently outstanding in the aggregate principal amount of $910,000, of which $855,000 in principal amount will be callable on February 1, 2011. (h) Proceeds of the Bonds are expected to be expended as follows: Project Designation & Description Total Project Cost Deposit to Advance Refunding Escrow Fund $1,546,233 Deposit to Current Refunding Fund 1,067,704 Underwriter's Compensation 26,800- Costs 6,800-Costs of Issuance 35,000 Rounding Amount 4,263 Total $=2,6 8 (i) The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9), 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 $2,680,000, [plus original issue premium of $ j [less original issue discount of $ j less underwriter's discount of $_ plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year of Interest Year of Interest Maturity Rate Maturity Rate 2012 % 2018 % 2013 2019 . 2014 2020 2015 2021 2016 2022 2017 2023 True interest cost: % 1.03. Purchase Contract. The sum of $ , being the amount proposed by the Purchaser in excess of $2,653,200, will be credited to the Debt Service Fund hereinafter created, the Escrow Fund hereinafter created, or the Refunding 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 Minnesota Statutes, Chapters 429, 444, 469, and 475, as amended (collectively, the "Act") in the original aggregate principal amount of $2,680,000, 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 maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2012 $ 2018 $ 2013 2019 2014 2020 2015 2021 2016 2022 2017 2023 (a) $1,585,000 of the Bonds (the "TIF Refunding Bonds") maturing in the amounts and on the dates set forth below are being issued to refund in advance the 2014 through 2023 maturities of the Series 2002A TIF Bonds: Year 2014 2015 2016 2017 2018 Amount Year Amount $ 2019 2020 2021 2022 2023 (b) $220,000 of the Bonds (the "Improvement Refunding Bonds") maturing in the amounts and on the dates set forth below are being issued to refund the 2012 through 2013 maturities of the Series 2002B Improvement Bonds: Year Amount Year Amount 2012 $ 2013 $ (c) The remainder of the Bonds (the "Storm Sewer Refunding Bonds"), in the amount of $875,000, maturing in the amounts and on the dates set forth below are being issued to refund the 2012 through 2023 maturities of the Series 2003A Storm Sewer Bonds: 4 Year Amount Year Amount 2012 $ 2018 $ 2013 2019 2014 2020 2015 2021 2016 2022 2017 2023 1.05. Optional Redemption. The City may elect on February 1, 2018, and on any day thereafter to prepay Bonds due on or after February I; 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 11 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. [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 will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment date preceding the date of authentication to which interest on the Bond has been paid or made available for payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing August 1, 2011, to the registered owners of record as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) RRe ister. 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 that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. - (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form,'substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redemption. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the. Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of 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, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 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 those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto, with such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 3.02. Bond Counsel Opinion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund and Accounts within the Debt Service Fund. For the convenience and proper administration of the. moneys to be borrowed and repaid on the Bonds and the Refunded Bonds, and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds and Refunded Bonds, there is hereby created a special fund to be designated the Refunding Bonds, Series 2010B Debt Service Fund (the "Debt Service Fund") to be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The Debt Service Fund will be maintained in the manner herein specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest thereon have been fully paid. There will be maintained in the Debt Service Fund three separate accounts to be designated the TIF Account, the Improvement Account, and the Storm Sewer Account. 7 (a) TIF Account. To the TIF Account of the Debt Service Fund there is hereby pledged and irrevocably appropriated and there will be credited: (i) any balance remitted to the City upon the termination of the Escrow Agreement (as defined herein) with respect to the Series 2002A TIF Bonds; (ii) any balance remaining on February 1, 2013 (the "TIF Bonds Redemption Date"), in the debt service fund created by the City Council resolution authorizing the issuance and sale of the Series 2002A TIF Bonds (the "Series 2002A TIF Bonds Resolution"); (iii) tax increment revenues resulting from increases in taxable valuation of real property in the Tax Increment District No. 2- 11 located within Redevelopment Project No. 1 in the City (the "Tax Increment Revenues") pledged to the payment of the TIF Refunding Bonds pursuant to the Amended and Restated Pledge Agreement (as defined herein); (iv) all investment earnings on funds in the TIF Account of the Debt Service Fund; (v) all taxes collected after the TIF Bonds Redemption Date, pursuant to levies made in the Series 2002A TIF Bonds Resolution; and (vi) any and all other moneys which are properly available and are appropriated by the City Council to the TIF Account. There is also appropriated to the TIF Account a pro rata portion of (i) capitalized interest financed from the proceeds of the Bonds, 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. (b) Improvement Account. Proceeds of the ad valorem taxes hereinafter levied (the "Taxes") and special assessments (the "Assessments") levied for the Improvement Project financed by the Series 2002B Improvement Bonds are hereby pledged to the Improvement Account of the Debt Service Fund. There is also appropriated to the Improvement Account a pro rata portion of (i) capitalized interest financed from the proceeds of the Bonds, 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. If a payment of principal or interest on the Improvement Refunding Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of the Taxes levied by this resolution and Assessments when collected. The debt service fund heretofore established within the Permanent Improvement Revolving Fund of the City for the Series 2002B Improvement Bonds pursuant to the resolution providing for the issuance and sale of the Series 2002B Improvement Bonds shall be terminated on February 1, 2011, following the redemption of the Series 2002B Improvement Bonds, and all monies therein are hereby transferred to the Improvement Account of the Debt Service Fund herein created. (c) Storm Sewer Account. The City will continue to maintain and operate its Storm Sewer Fund to which will be credited all gross revenues of the storm sewer system and out of which will be paid all normal and reasonable expenses of current operations of the storm sewer system. Any balance therein will be deemed net revenues and will be transferred from time to time to the Storm Sewer Account of the Debt Service Fund, which account will be used only to pay the principal of and interest on the Storm Sewer Refunding Bonds and any other bonds similarly authorized. There is also appropriated to the Storm Sewer Account a pro rata portion of (i) capitalized interest financed from the proceeds of the Bonds, 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. There will always be retained in the Storm Sewer Account a sufficient amount to pay principal of and interest on the Storm Sewer Refunding Bonds, and the Finance Director will report any current or anticipated deficiency in the Storm Sewer Account to the City Council. The debt service fund, if any, heretofore established for the Series 2003A Storm Sewer Bonds shall be terminated on February 1, 2011, following the redemption of the Series 2003A Storm Sewer Bonds, and all monies therein are hereby transferred to the Storm Sewer Account of the Debt Service Fund herein created. 4.02. Current Refunding Fund. The proceeds of the Bonds in the amount of $ will be deposited in a separate fund maintained by the City (the "Current Refunding Fund") to be used solely to redeem and prepay the Series 2002B Improvement Bonds and the Series 2003A Storm Sewer Bonds. Any balance remaining in the Current Refunding Fund after the redemption of the Series 2002B Improvement Bonds and the Series 2003A Storm Sewer Bonds shall be deposited on a pro rata basis in the Improvement Account and the Storm Sewer Account of the Debt Service Fund, respectively. Section S. , Escrow Fund; Pledge Agreement; Findings Related to TIF Refunding Bonds. 5.01. Escrow Fund. A portion of the proceeds of the Bonds in the amount of $ shall be deposited in an escrow fund (the "Escrow Fund") to be maintained with Bankers Trust Company, Des Moines, Iowa, and said financial institution is hereby designated escrow agent (the "Escrow Agent") for the Escrow Fund. The above portion of the proceeds of the Bonds will be received by the Escrow Agent and applied to fund the Escrow Fund or to pay costs of issuing the Bonds and are hereby irrevocably pledged and appropriated to the Escrow Fund, together with all investment earnings thereon. The Escrow Fund will be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as will be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Fund to (i) pay when due the interest to accrue on the TIF Refunding Bonds portion of the Bonds to and including the TIF Bonds Redemption Date and (ii) pay on the TIF Bonds Redemption Date the principal amount of the Series 2002A TIF Bonds then outstanding. The Escrow Fund will be irrevocably appropriated to the payment of the principal of and interest on the Series 2002A TIF Bonds until the proceeds of the TIF Refunding Bonds therein are applied to prepayment of the Series 2002A TIF Bonds. The moneys in the Escrow Fund will be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Fund may be remitted to the City, all in accordance with the Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of the Escrow Agreement will be deposited in the Debt Service Account. 5.02. Pledge Agreement. An Amended and Restated Tax Increment Pledge Agreement between the City and the Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota (the "Authority"), dated on or after November 1, 2010 (the: "Amended and Restated Pledge Agreement"), is hereby approved and shall be executed in substantially the form on file with the City, with such additions, deletions, and other changes as are approved by the City Manager. The Amended and Restated Pledge Agreement is to be executed and delivered in order to satisfy the requirements of Section 469.178, subdivision 2, Section 475.58, subdivision 1, and Section 475.61, subdivision 1, of the Act. The Amended and Restated Pledge Agreement creates rights in the City and the Authority but is not intended to create duties or obligations of the City or the Authority to any other persons (including the beneficial or registered owners of the Bonds) with respect to the Tax Increment Revenues or other revenues described or referenced in the Amended and Restated Pledge Agreement, except to the extent required by applicable law, and is not intended to create rights in or claims by any other persons (including the beneficial or registered owners of the Bonds) with respect to the Tax Increment Revenues or other revenues described or referenced in the Amended and Restated Pledge Agreement, except to the extent required by applicable law. 5.03. Findings. It is hereby found and determined that based upon information presently available from the City's financial advisors, the issuance of the TIF Refunding Bonds portion of the Bonds will result in a reduction of debt service cost to the City on the Series 2002A TIF Bonds, such that the present value of such debt service or interest cost savings (the "Reduction") is at least 3.00% of the debt service on the Series 2002A TIF Bonds. The Reduction, after the inclusion of all authorized expenses of refunding in the computation of the effective interest rate on the TIF Refunding Bonds, is adequate to authorize the issuance of the TIF Refunding Bonds as provided by Section 475.67, subdivisions 12 and 13 of the Act. Section 6. Tax Levies, City Covenants. 6.01. Cancellation of Tax Levies for Series 2002B Improvement Bonds and Series 2003A Storm Sewer Bonds. Following the payment in full of all outstanding principal of and interest due on the Series 2002B Improvement Bonds and the Series 2003A Storm Sewer Bonds on December February 1, 2011, the City Clerk is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the resolutions authorizing and approving the Series 2002B Improvement Bonds and the Series 2003A Storm Sewer Bonds. 6.02. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such tax will be credited to the Improvement Account, the Storm Sewer Account, and the TIF Account of the Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C. 6.03. Debt Service Coverage. It is hereby determined that, in addition to funds on hand in the Escrow Account to pay a portion of the interest on the TIF Refunding Bonds, the estimated collection of the foregoing Tax Increment Revenues, net revenues of the storm sewer system, Taxes, and Assessments will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided that the City Manager may annually, at the time the City makes its tax levies, 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 will thereupon reduce the levy collectible during such year by the amount so certified. 6.04. Prior Resolution Pledges. The pledges and covenants made by the City and set forth in the Series 2002A TIF Bonds Resolution adopted by the City Council on November 19, 2002, the resolution authorizing the sale and issuance of the Series 2002B Improvement Bonds adopted by the City Council on November 19, 2002, and the resolution authorizing the sale and issuance of the Series 2003A Storm Sewer Bonds adopted by the City Council on May 20, 2003 (collectively, the "Prior Resolutions") relating to the pledge of tax increments, the improvements financed, the ownership, protection of and other particulars governing the operation and financial management of the municipal storm sewer system and the improvements thereto, the levy and collection of special assessments against property specially benefited by the improvements financed by the Series 2003A Storm Sewer Bonds are restated and confirmed in all respects. The provisions of the Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions of this resolution. 6.05. Filing of Resolution. 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 7. Refunding of the Series 2002A TIF Bonds. 7.01. Purpose of Refunding. The Series 2002A TIF Bonds are the City's General Obligation Tax Increment Bonds, Series 2002A, dated December 12, 2002, and issued in the original aggregate principal amount of $2,450,000. The 2014 through 2023 maturities of the Series 2002A TIF Bonds will 10 be called for redemption on February 1, 2013. It is hereby found and determined that based upon information presently available from the City's financial advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Series 2002A TIF Bonds, is consistent with covenants made with the holders of the Series 2002A TIF Bonds. 7.02. Proceeds Pledged to the Escrow Fund. As of the date of delivery of and payment for the Bonds, proceeds of the Bonds in the amount of $ are hereby pledged and appropriated and will be deposited in the Escrow Fund for the purposes of redeeming the Series 2002A TIF Bonds and paying interest on the TIF Refunding Bonds through February 1, 2013. Proceeds of the Bonds in the amount of $ will also be deposited in the Escrow Fund to pay the costs of issuance of the Bonds. 7.03. Debt Service Coverage on the Series 2002A TIF Bonds. It is hereby found and determined that the proceeds of the Bonds available and appropriated to the Escrow Fund will be sufficient, together with the permitted earnings on the investment of the Escrow Fund, to pay principal of and a portion of the interest on the TIF Refunding Bonds through the TIF Bonds Redemption Date, and to pay on the TIF Bonds Redemption Date all of the principal of and redemption premium (if any) on the Series 2002A TIF Bonds that mature after the TIF Bonds Redemption Date. 7.04. Securities to Fund Escrow Fund. Securities purchased from the monies in the Escrow Fund will be limited to securities specified in Section 475.67, subdivision 8 of the Act. Ehlers & Associates, Inc., as agent for the City, is hereby authorized and directed to purchase for and on behalf of the City and in its name, appropriate securities to fund the Escrow Fund. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited with the Escrow Agent and held pursuant to the terms of the Escrow Agreement (as defined herein) and the this resolution. 7.05. Notice of Redemption. The Series 2002A TIF Bonds maturing on February 1, 2014, and thereafter will be redeemed and prepaid on the TIF Bonds Redemption Date in accordance with their terms and in accordance with the terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as EXHIBIT D-1, which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Series 2002A TIF Bonds is authorized and directed to send a copy of the Notice of Redemption to each registered holder of the Series 2002A TIF Bonds. 7.06. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City an escrow agreement (the "Escrow Agreement") with the Escrow Agent in substantially the form now on file with the City Manager. All essential terms and conditions of the Escrow Agreement including payment by the City of reasonable charges for the services of the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent. Section 8. Refunding; of the Series 2002B Improvement Bonds. 8.01. Purpose of Refunding. The Series 2002B Improvement Bonds are the City's General Obligation Permanent Improvement Revolving Fund Bonds, Series 2002B, dated December 12, 2002, and issued in the original aggregate principal amount of $960,000. The 2012 through 2013 maturities of the Series 2002B Improvement Bonds will be called for redemption on February 1, 2011. It is hereby found and determined that based upon information presently available from the City's financial advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Series 2002B Improvement Bonds, is consistent with covenants made with the holders of the Series 2002B Improvement Bonds and is necessary and desirable for the reduction of debt service cost to the City. 11 8.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Improvement Refunding Bonds deposited in the Current Refunding Fund, along with any other funds on hand in the debt service fund established pursuant to the Series 2002B Improvement Bonds Resolution, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Series 2002B Improvement Bonds. 8.03. Redemption; Date of Redemption; Notice of Call for Redemption. The Series 2002B Improvement Bonds maturing on February 1, 2012, and thereafter will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as EXHIBIT D-2, which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Series 2002B Improvement Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Series 2002B Improvement Bonds. Section 9. Refunding of the Storm Sewer Bonds; Findings, Redemption of Storm Sewer Bonds. 9.01. Purpose of Refunding. The Storm Sewer Bonds are the City's General Obligation Storm Sewer Revenue Bonds, Series 2003A, dated June 1, 2003, and issued in the original aggregate principal amount of $1,265,000. The 2012 through 2023 maturities of the Storm Sewer Bonds will be called for redemption on February 1, 2011. It is hereby found and determined that based upon information presently available from the City's financial advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Storm Sewer Bonds, is consistent with covenants made with the holders of the Storm Sewer Bonds and is necessary and desirable for the reduction of debt service cost to the City. 9.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Storm Sewer Refunding Bonds deposited in the Current Refunding Fund, along with any other funds on hand in the debt service fund established pursuant to the Storm Sewer Bonds Resolution, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Storm Sewer Bonds. 9.03. Redemption; Date of Redemption; Notice of Call for Redemption. The Storm Sewer Bonds maturing on February 1, 2012, and thereafter will be redeemed and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the Notice of Call for Redemption attached hereto as EXHIBIT D-3, which terms and conditions are hereby approved and incorporated herein by reference. The Registrar for the Storm Sewer Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Storm Sewer Bonds. Section 10. Authentication of Transcript. 10.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 10.02. Certification as to Official Statement. The Mayor, City Manager, and Finance Director are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and 12 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. 10.03. 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. 10.04. Other Certificates. The Mayor and City Manager are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor and the City Manager shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the City Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. Section 11. Tax Covenant. 11.01. 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. 11.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 11.03. Not Private Activily 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. 10.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and (d) not more than $30,000,000 of obligations issued by the City during calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code. 13 C� 11.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 12. Book-EntrSystem; Limited Obligation of City. 12.01. The Depository Trust Company. 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 such 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. 12.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator 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 Administrator will promptly deliver a copy of the same to the Registrar and Paying Agent. 12.03. 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. 12.04. 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 interest, 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 1 14 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. 12.05. 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 13. Continuing Disclosure. 13.01. 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 is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 13.02. 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 14. 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. 15 Passed and adopted this 19th day of October, 2010. Attest: City Clerk 16 CITY OF HOPKINS MINNESOTA Mayor 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. 17 EXHIBIT A PROPOSALS IN A-1 EXHIBIT B FORM OF BOND No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION REFUNDING BOND SERIES 2010B Date of Rate Matud1y 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 promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 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 day thereafter to prepay Bonds due 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. The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $30 million limit allowed by the Code for the calendar year of issue. This Bond is one of an issue in the aggregate principal amount of $2,680,000 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 101 providing money to currently refund the outstanding principal amount of certain general obligation bonds of the City and to refund in advance of maturity on February 1, 2013 (the "Redemption Date"), as defined in the Resolution, a portion of certain general obligation bonds of the City, all pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429, 444, 469, and 475, as amended, and Minnesota Statutes, Section 475.67, subdivisions 3 and 13. The principal hereof and a portion of the interest hereon are payable from tax increment revenues resulting from increases in taxable valuation of real property in TIF District No. 2-1.1 (the "TIF District") within Redevelopment Project No. 1, net revenues of the storm sewer system, special assessments against property specially benefited by local improvements, and ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. A portion of the interest hereon is payable until the Redemption Date, primarily out of an escrow account held by an escrow agent, 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 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 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 or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Hopkins, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: November 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 By Its Authorized Officer ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common TEN ENT -- as tenants by entireties JT TEN -- as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT Custodian (Cust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: 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, SEW or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co. Federal ID 413-2555119 EXHIBIT C TAX LEVIES TAX LEVY FOR TIF REFUNDING BONDS YEAR * TAX LEVY 2013** 2014 2015 2016 2017 2018 2019 2020 2021 2022 * Year tax levy collected. ** New levy commences with taxes payable in 2013. TAX LEVY FOR IMPROVEMENT REFUNDING BONDS YEAR * TAX LEVY 2011 2012 * Year tax levy collected. TAX LEVY FOR STORM SEWER REFUNDING BONDS YEAR * TAX LEVY 2011 2012 2013 2014 2015 2016 2017 2018 2019 2020 2021 2022 * Year tax levy collected. C-1 C� EXHIBIT D NOTICE OF CALL FOR REDEMPTION FOR THE SERIES 2002A TIF BONDS NOTICE OF CALL FOR REDEMPTION_ $2,450,000 GENERAL OBLIGATION TAX INCREMENT BONDS SERIES 2002A CITY OF HOPKINS HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Minnesota, there have been called for redemption and prepayment on February 1, 2013 all outstanding bonds of the City designated as General Obligation Tax Increment Bonds, Series 2002A, dated December 12, 2002, having stated maturity dates of February 1 in the years 2014 through 2023, both inclusive, totaling $1,490,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2014 $120,000 439866 VR2 2015 120,000 439866 VSO 2016 130,000 439866 VT8 2017 135,000 439866 VU5 2018 140,000 439866 VV3 2019 150,000 439866 VWl 2020 155,000 439866 VX9 2023 540,000 439866 WA8 The bonds are being called at a price of par plus accrued interest to February 1, 2013, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bankers Trust Company, Des Moines, Iowa, on or before February 1, 2013. Bankers Trust Company [Insert Address] Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number D-1-1 of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2007), will satisfy the requirements of this paragraph. Dated: D-1-2 BY ORDER OF THE CITY COUNCIL By /s/ Terry Obermaier City Clerk City of Hopkins, Minnesota EXHIBIT D-2 NOTICE OF REDEMPTION FOR THE SERIES 2002B IMPROVEMENT BONDS NOTICE OF CALL FOR REDEMPTION $960,000 GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BONDS SERIES 2002B CITY OF HOPKINS HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Minnesota, there have been called for redemption and prepayment on February 1, 2011 all outstanding bonds of the City designated as General Obligation Permanent Improvement Revolving Fund Bonds, Series 2002B, dated December 12, 2002, having stated maturity dates of February 1 in the years 2012 through 2013, both inclusive, totaling $215,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2012 $115,000 439866 WK6 2013 100,000 439866 WL4 The bonds are being called at a price of par plus accrued interest to February 1, 2011, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bankers Trust Company, Des Moines, Iowa, on or before February 1, 2011. Bankers Trust Company [Insert Address] Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2007), will satisfy the requirements of this paragraph. D-2-1 Dated: BY ORDER OF THE CITY COUNCIL By /s/ TM Obermaier City Clerk City of Hopkins, Minnesota C D-2-2 w .. EXHIBIT D-3 NOTICE OF REDEMPTION FOR THE STORM SEWER BONDS NOTICE OF CALL FOR REDEMPTION $1,265,000 GENERAL OBLIGATION SEWER REVENUE BONDS SERIES 2003A CITY OF HOPKINS HENNEPIN COUNTY, MINNESOTA NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Hennepin County, Minnesota, there have been called for redemption and prepayment on February 1, 2011 all outstanding bonds of the City designated as General Obligation Sewer Revenue Bonds, Series 2003A, dated June 1, 2003, having stated maturity dates of February 1 in the years 2012 through 2023, both inclusive, totaling $855,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2012 $55,000 439866 WV2 2013 60,000 439866 WWO 2014 60,000 439866 WX8 2015 65,000 439866 WY6 2016 65,000 439866 WZ3 2017 70,000 439866 XA7 2018 70,000 439866 X135 2019 75,000 439866 XC3 2020 80,000 439866 XDl 2021 80,000 439866 XE9 2022 85,000 439866 XF6 2023 90,000 439866 XG4 The bonds are being called at a price of par plus accrued interest to February 1, 2011, on which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for redemption are requested to present their bonds for payment at the main office of Bankers Trust Company, Des Moines, Iowa, on or before February 1, 2011. Bankers Trust Company [Insert Address] D-3-1 Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the, holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. October 2007), will satisfy the requirements of this paragraph. Dated: zz D-3-2 BY ORDER OF THE CITY COUNCIL By /s/ TM Obermaier City Clerk City of Hopkins, Minnesota STATE OF MINNESOTA ) COUNTY OF HENNEPIN ) SS. CITY OF HOPKINS ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Hopkins, 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 Refunding Bonds, Series 2010B, in the original aggregate principal amount of $2,680,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of , 2010. City Clerk Hopkins, Minnesota (SEAL) STATE OF MINNESOTA COUNTY OF HENNEPIN i i I CERTIFICATE OF TAXPAYER SERVICES DIVISION MANAGER AS TO TAX LEVY AND REGISTRATION 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 j (the "City"), on October 19, 2010, levying taxes for the payment of the City's General Obligation Refunding Bonds, Series 2010B, issued in the aggregate principal amount of $2,680,000 and 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 92010. Taxpayer Services Division Manager Hennepin County, Minnesota (SEAL) Deputy HP110-81 (JAE) 376253v1