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CR 09-097 Award Sale of Bonds - Taxable G.O. Housing Improvement Refunding Bonds Series 2009-B for $2,890,000`4 ca November 13, 2009 Council Report 2009 -097 City of Hopkins AWARD SALE OF BONDS — Taxable G.O. Housing Improvement Refunding Bonds Series 2009B for $2,890,000 Proposed Action Staff recommends approval of the following motion: Approve resolution No. 2009 -062 awarding the sale of $2,890,000 Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B. 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 Refunding Bonds: 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. Both of the bonds being refunded, the 1999A and 1999B Housing Improvement Bonds are callable. The present value savings is estimated to be $111,735 for the 1999A Housing Improvement Fund and $228,009 for the 1999B Housing Improvement Fund with total estimated net savings of $339,700. In the future, less funds will be needed to pay off our new obligation thus providing additional funds to these Housing Improvement Areas. At the November 4, 2009 Council Meeting, the Council authorized the sale of $2,890,000 (proposed) bonds for refunding the 1999A Housing Improvement Area 2 (Westbrooke Patio Homes) Bonds and the 1999B Housing Improvement Area 3 (Valley Park Homes) Bonds. The bids will be accepted until 1:00 pm on November 17, 2009 at which time they will be reviewed and the recommendation incorporated into Resolution 2009 -062. 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 November 17, 2009. SupportinE Information • Resolution No. 2009 -062 • Official Statement (previously emailed to each council member) — included as part of the permanent minute files � V"' �" 1./ -' Christine M. Harkess, CPA, CGFM Finance Director Financial Impact: $ $2,890,000 Budgeted: Y/N X N Source: Bond Proceeds Related Documents (CIP, ERP, etc.): none Notes: EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA HELD: November 17, 2009 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 17th day of November, 2009, at 7:30 p.m. for the purpose, in part, of awarding the sale of the City's taxable general obligation housing improvement refunding 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 Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B, in the aggregate principal amount of $2,890,000. 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. 2009 -062 A RESOLUTION AWARDING THE SALE OF TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT REFUNDING BONDS, SERIES 2009B, IN THE AGGREGATE PRINCIPAL AMOUNT OF $2,890,000; 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 follows: Section 1. Background and Authori 1.01. Author i . (a) The City is authorized by 1994 Minnesota Laws, Chapter 587, Article 9, Sections 22 through 31 (the "Housing Improvement Act "), to establish by ordinance one or more housing improvement areas within which housing improvements are made or constructed and the costs of the improvements are paid in whole or in part from fees imposed within the area. (b) By Resolution No. 94 -55, adopted by the City Council on June 7, 1994, the City Council approved the Housing Improvement Act. (c) The City is authorized by Minnesota Statutes, Chapter 475 (the "Municipal Debt Act ") and Section 475.67, Subdivision 3, of the Municipal Debt Act 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 cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. 1.02. Housing Improvement Area No. 3; Series 1999A Bonds (a) By Ordinance No. 99 -822, adopted by the City Council on January 5, 1999 (the "Housing Improvement Area No. 3 Enabling Ordinance "), the City Council established Housing Improvement Area No. 3 ( "Housing Improvement Area No. 3 ") in order to facilitate certain improvements to property known as the "Valley Park Condominiums," all in accordance with the Housing Improvement Act. (b) By Resolution No. 99 -002, adopted by the City Council on January 5, 1999 (the "Housing Improvement Area No. 3 Fee Resolution "), the City Council imposed a housing improvement fee on housing units within Housing Improvement Area No. 3 in order to finance certain housing improvements in the area. (c) On March 2, 1999, the City entered into a Development Agreement (the "Housing Improvement Area No. 3 Development Agreement ") with Westbrooke -West Condominium Association, Inc., doing business as Valley Park Condominium Association, a Minnesota nonprofit corporation (the "Valley Park Condominium Association "), in order to provide funds to undertake the following improvements: replacement of Mansard roofs; replacement of patio doors and upper patio door railings; replacement of downspouts; redesign and upgrading of building entrances; repair and painting of stucco timbers; temporary sidewalks barricades, demolition of old trash sheds, and related rehab of garages; construction of new trash/recycling buildings; rebuilding of parking lots; and replacement of concrete sidewalks (collectively, the "Housing Improvement Area No. 3 Improvements "). (d) In order to finance the Housing Improvement Area No. 3 Improvements, the City issued its Taxable General Obligation Housing Improvement Area Bonds, Series 1999A (the "Series 1999A Bonds "), in the original aggregate principal amount of $1,465,000, dated May 1, 1999. (e) To reduce debt service costs, it is necessary and desirable that the City issue its obligations pursuant to the Housing Improvement Act and the Municipal Debt Act (the "Series 1999A Refunding Bonds ") in the aggregate principal amount of $1,040,000 to refinance the Housing Improvement Area No. 3 Improvements through the redemption and prepayment of the City's Series 1999A Bonds, which are currently outstanding in the principal amount of $1,075,000. On February 1, 2010, the City intends to redeem and prepay the 2012 through 2021 maturities of the Series 1999A Bonds in the principal amount of $1,010,000. 1.03. Housing Improvement Area No. 2; Series 1999B Bonds (a) By Ordinance No. 97 -796, adopted by the City Council on February 4, 1997 (the "Housing Improvement Area No. 2 Enabling Ordinance "), the City Council established Housing Improvement Area No. 2 ( "Housing Improvement Area No. 2 ") in order to facilitate certain improvements to property known as the "Westbrooke Patio Homes," all in accordance with the Housing Improvement Act (the "Phase I Housing Improvements "). (b) By Ordinance No. 99 -824, adopted by the City Council on February 16, 1999, the City Council amended the Housing Improvement Area No. 2 Enabling Ordinance in connection with certain additional housing improvements to be constructed and financed under the Housing Improvement Area No. 2 Enabling Ordinance. (c) By Resolution No. 99 -005, adopted by the City Council on February 16, 1999 (the "Housing Improvement Area No. 2 Fee Resolution "), the City Council imposed a housing improvement fee on housing units within Housing Improvement Area No. 2 in order to finance the Housing Improvement Area No. 2 Phase U Housing Improvements (hereinafter defined) in the area. (d) On April 20, 1999, the City entered into a Development Agreement (the "Housing Improvement Area No. 2, Phase II Development Agreement ") with Westbrooke Patio Homes Association, Inc., a Minnesota nonprofit corporation (the "Westbrooke Patio Homes Association "), in order to provide funds to undertake the following improvements: street and drive replacement, including parking; curb, gutter and concrete; drainage and utility, including storm drains, retaining wall replacement, silt fencing, and sanitary sewer work; landscaping repairs and corrections; building exteriors, re- siding; fencing, including privacy and patio fences, deck railings; replacement of gas meter bollards; furnace duct chasing modifications; and contingency, including wall repairs, insulation, and sheathing (collectively, the "Housing Improvement Area No. 2 Phase II Housing Improvements "). (e) In order to finance the Housing Improvement Area No. 2 Phase II Housing Improvements, the City issued its Taxable General Obligation Housing Improvement Area Bonds, Series 1999B (the "Series 1999B Bonds "), in the original aggregate principal amount of $2,565,000, dated August 1, 1999. (f) To reduce debt service costs, it is necessary and desirable that the City issue its obligations pursuant to the Housing Improvement Act and the Municipal Debt Act (the "Series 1999B Refunding Bonds ") in the aggregate principal amount of $1,850,000 to refinance the Housing Improvement Area No. 2 Phase II Housing Improvements through the redemption and prepayment of the City's Series 1999B Bonds, which are currently outstanding in the principal amount of $1,905,000. On February 1, 2010, the City intends to redeem and prepay the 2011 through 2021 maturities of the Series 1999B Bonds in the principal amount of $1,795,000. 1.03. Issuance of Bonds (a) The City hereby finds it is necessary and expedient to the sound financial management of the affairs of the City to issue its Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B (the "Bonds "), in the aggregate principal amount of $2,890,000, to redeem and prepay the outstanding Series 1999A Bonds and Series 1999B Bonds (collectively, the "Prior Bonds "). The proceeds of the Bonds are expected to be expended as follows: Project Designation & Description: Total Project Cost Deposit to Refunding Fund — Series 1999A Refunding Bonds $1,009,986.72 Deposit to Refunding Fund — Series 1999B Refunding Bonds 1,794,976.40 Costs of Issuance 45,000.00 Underwriter's Compensation 36,125.00 Rounding Amount 3,911.88 Total $ 89 (b) The City is authorized by Section 475.60, subdivision 2(9), of the Municipal Debt 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 financial advisors in negotiating the sale of the Bonds are ratified and confirmed in all aspects. Section 2. Sale of Bonds 2.01. Award to Purchaser and Interest Rates The proposal of (the "Purchaser ") to purchase the Bonds of the City is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $ (par amount of $2,890,000, [plus original issue premium of $ , ] [less original issue discount of $ ,] less underwriter's discount of $ ) , plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: 4 Year Interest Rate 2011 % 2012 2013 2014 2015 2016 True interest cost: % Year Interest Rate 2017 % 2018 2019 2020 2021 2.02. Purchase Contract The sum of $ , being the amount proposed by the Purchaser in excess of $2,853,875, will be credited to the Debt Service Fund hereinafter created or applied to the current refunding of the Series 1999A Bonds and the Series 1999B Bonds, as directed by the City Manager 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 City Manager are directed to execute a contract with the Purchaser on behalf of the City. 2.03. Terms and Principal Amounts of the Bonds The City shall forthwith issue and sell the Bonds in the total principal amount of $2,890,000, originally dated December 15, 2009, 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 on February 1 in the years and amounts as follows: Year Amount Amount Year 2011 $ 2017 $ 2012 2018 2013 2019 2014 2020 2015 2021 2016 $1,040,000 of the Bonds (the Series 1999A Refunding Bonds) maturing on February 1 in the amounts and on the dates set forth below will be applied to achieve the current refunding of the Series 1999A Bonds: Year Amount Amount Year 2011 $ 2017 $ 2012 2018 2013 2019 2014 2020 2015 2021 2016 $1,850,000 of the Bonds (the Series 1999B Refunding Bonds) maturing on February 1 in the amounts and on the dates set forth below will be applied to achieve the current refunding of the Series 1999B Bonds: 5 Year Amount Year Amount 2011 $ 2017 2012 2018 2013 2019 2014 2020 2015 2021 2016 2.04. Optional Redemption The City may elect on February 1, 2018, and on any date 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 DTC (as defined in Section 8 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. All prepayments will be at a price of par plus accrued interest. [2.05. Term Bonds To be completed if Terms Bonds are requested by the Purchaser.] Section 3. Registration and Payment 3.01. 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. 3.02. 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 will be payable on February 1 and August I of each year, commencing August 1, 2010, 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. 3.03. Registration The City will appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying agent (the "Registrar "). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for 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. (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 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 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 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 (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books 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. 3.04. 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 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. 3.05. Execution, Authentication and Delivery The Bonds will be prepared under the direction of the City Clerk and will be 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 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 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 Finance Director 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. 3.06. 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 Section 4 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 4. Form of Bond 4.01. Execution of the Bonds The Bonds will be printed in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT REFUNDING BONDS SERIES 2009B Date of Rate Matud Original Issue CUSIP February 1, 20_ December 15, 2009 Registered Owner: Cede & Co. The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City "), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 2010, 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 Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2018, and on any date 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 The Depository Trust Company ( "DTC ") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $2,890,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on November 17, 2009 (the "Resolution "), for the purpose of providing money to aid in refinancing various housing improvements within housing improvement areas in the City, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, and 1994 Minnesota Laws, Chapter 587, Article 9, Sections 22 through 31, and the City's home rule charter and the principal hereof and interest hereon are payable primarily from certain housing improvement fees levied or to be levied on property within the housing improvement area in which the housing improvements are located, 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 ad valorem taxes on all taxable property in the City in the event of any deficiency in revenues pledged, which taxes may be levied 0 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 Bond Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Bond Registrar may deem and treat the person in whose name this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Bond Registrar shall 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 Constitution and laws of the State of Minnesota and the City's home rule charter 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 Bond Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: December 15, 2009 CITY OF HOPKINS, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager 10 CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BANKERS TRUST COMPANY Des Moines, Iowa Authorized Representative ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Note, 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 11 New York Stock Exchange, Inc. Medallion Signatures Program ( "MSP ") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION (Include information for all joint owners if this Bond is held by joint account.) 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. Date of Registration Registered Owner Signature of Officer of Re igistrar Cede & Co. Federal ID #13- 2555119 [End of Form of Bond] 4.02. Approving Legal Opinion The City Clerk shall obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which shall be complete except as to dating thereof and shall cause the opinion to be printed on or accompany each Bond. Section 5. Payment; Securi , Pledges and Covenants 5.01. Funds and Accounts (a) Generally The Bonds are payable from the Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B Debt Service Fund (the "Debt Service Fund ") hereby created. The City will maintain a Housing Improvement Area No. 3 Debt Service Account (the "Housing Improvement Area No. 3 Account ") and a Housing Improvement Area No. 2, Phase II Debt Service Account (the "Housing Improvement Area No. 2, Phase II Account") in the Debt Service Fund. Amounts in the Housing Improvement Area No. 3 Account are irrevocably pledged 12 to the Series 1999A Refunding Bonds portion of the Bonds and amounts in the Housing Improvement Area No. 2, Phase lI Account are irrevocably pledged to the Series 1999B Refunding Bonds portion of the Bonds. (b) Housing Improvement Area No. 3 Account The Housing Improvement Area No. 3 Account will be maintained as a separate account within the existing Housing Fund established by the resolution awarding sale of the Series 1999A Bonds (the "Housing Improvement Area No. 3 Housing Fund "). Within the Housing Improvement Area No. 3 Housing Fund, there will be established and maintained separate subaccounts as follows: (i) Housing Improvement Area No 3 Housing Refunding Account into which account will be deposited proceeds of the Series 1999A Refunding Bonds portion of the Bonds in the amount necessary to redeem the Series 1999A Bonds in accordance with Section 6 hereof. Any funds remaining in such account following the redemption of the Series 1999A Bonds shall be transferred to the Housing Improvement Area No. 3 Housing Improvement Account. (ii) Housing Improvement Area No. 3 Housing Improvement Account into which account will be deposited housing fees imposed on the housing units within Housing Improvement Area No. 3 pursuant to the Housing Improvement Area No. 3 Fee Resolution (the "Housing Improvement Area No. 3 Housing Fees ") in the amount necessary to pay when due the principal, interest and redemption premium, if any, on the Series 1999A Refunding Bonds portion of the Bonds. There is also appropriated to the Housing Improvement Area No. 3 Housing Improvement Account $ of proceeds of the Series 1999A Refunding Bonds portion of the Bonds in excess of the amounts needed to redeem the Series 1999A Bonds and pay allocated costs of issuance. In the event of any current or anticipated deficiency in Housing Improvement Area No. 3 Housing Fees (after taking into account any revenues collected or anticipated to be collected under the Housing Improvement Area No. 3 Development Agreement), the City Council will levy ad valorem taxes in the amount of the current or anticipated deficiency. (iii) Housing Improvement Area No. 3 Surplus Account into which account will be deposited all Housing Improvement Area No. 3 Housing Fees in excess of the amounts required to be deposited into the Housing Improvement Area No. 3 Housing Improvement Account and the Housing Improvement Area No. 3 Refunding Account under this Section. Amounts in the Housing Improvement Area No. 3 Surplus Account shall be applied and disbursed in accordance with the Housing Improvement Area No. 3 Development Agreement. (c) Housing Improvement Area No. 2 Phase lI Account The Housing Improvement Area No. 2, Phase II Account will be maintained as a separate account within the existing housing fund established by the resolution awarding sale of the Series 1999B Bonds (the "Housing Improvement Area No. 2, Phase II Housing Fund "). Within the Housing Improvement Area No. 2, Phase II Housing Fund, there will be established and maintained separate subaccounts as follows: (i) Housing Improvement Area No 2 Phase II Housing Refunding Account into which account will be deposited proceeds of the Series 1999B Refunding Bonds portion of the Bonds in the amount necessary to redeem the Series 1999B Bonds in accordance with Section 6 hereof. Any funds remaining in such account following the redemption of the 13 Series 1999B Bonds shall be transferred to the Housing Improvement Area No. 2, Phase II Housing Improvement Account. (ii) Housing Improvement Area No. 2 Phase II Housing Improvement Account into which account will be deposited housing fees imposed on the housing units within Housing Improvement Area No. 2, Phase II pursuant to the Housing Improvement Area No. 2 Fee Resolution (the "Housing Improvement Area No. 2, Phase II Housing Fees ") in the amount necessary to pay when due the principal, interest and redemption premium, if any, on the Series 1999B Refunding Bonds portion of the Bonds. There is also appropriated to the Housing Improvement Area No. 2, Phase II Housing Improvement Account $ of proceeds of the Series 1999B Refunding Bonds portion of the Bonds in excess of the amounts needed to redeem the Series 1999B Bonds and pay allocated costs of issuance. In the event of any current or anticipated deficiency in Housing Improvement Area No. 3, Phase II Housing Fees (after taking into account any revenues collected or anticipated to be collected under the Housing Improvement Area No. 2, Phase II Development Agreement), the City Council will levy ad valorem taxes in the amount of the current or anticipated deficiency. (iii) Housing Improvement Area No. 2, Phase II Special Reserve Account and in such account the City shall maintain the funds currently held in this account ($20,000) established by the resolution awarding sale of the Series 1999B Bonds. Amounts in the Housing Improvement Area No. 2, Phase II Special Reserve Account shall be deposited in accordance with the terms of the Housing Improvement Area No. 2, Phase II Development Agreement. (iv) Housing Improvement Area No. 2, Phase II Surplus Account into which account will be deposited all Housing Improvement Area No. 2, Phase II Housing Fees in excess of the amounts required to be deposited into the Housing Improvement Area No. 2, Phase II Housing Improvement Account and the Housing Improvement Area No. 2, Phase II Refunding Account under this Section. Amounts in the Housing Improvement Area No. 2, Phase II Surplus Account shall be applied and disbursed in accordance with the Housing Improvement Area No. 2, Phase II Development Agreement. (d) FDIC Insurance Money in the funds and accounts created by this Section will be kept separate from other municipal funds and deposited only in a bank or banks which are members of the Federal Deposit Insurance Corporation ( "FDIC "). Deposits which cause the aggregate deposits of the City in any one bank to be in excess of the amount insured by FDIC must be continuously secured in the manner provided by law for the investment of municipal funds. (e) Investment Earnings Income derived from investments in the Housing Improvement Area No. 3 Housing Improvement Account and the Housing Improvement Area No. 3 Surplus Account shall be credited to those respective accounts. Income derived from investments in the Housing Improvement Area No. 2, Phase II Housing Improvement Account and the Housing Improvement Area No. 2, Phase II Surplus Account shall be credited to those respective accounts. Income derived from investments in the Housing Improvement Area No. 2, Phase II Special Reserve Account and shall be credited to the Housing Improvement Area No. 2, Phase II Surplus Account. 5.02. City Covenants The City further covenants with the holders from time to time of the Bonds as follows: (1) the City has caused the Housing Improvement Area No. 3 Housing Fees for the 14 Housing Improvement Area No. 3 Housing Improvements in Housing Improvement Area No. 3 to be levied against housing units in such area and will take all steps necessary to assure prompt collection; (2) the City has caused the Housing Improvement Area No. 2, Phase II Housing Fees for the Housing Improvement Area No. 2 Phase II Housing Improvements to be levied against housing units in such area and will take all steps necessary to assure prompt collection; (3) the City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Housing Improvement Area No. 3 Housing Improvements, Housing Improvement Area No. 3 Housing Fees levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, and monies on hand; and (4) the City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Housing Improvement Area No. 2 Phase II Housing Improvements, Housing Improvement Area No. 2, Phase II Housing Fees levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, and monies on hand. 5.04. No Tax Levy Required It is hereby determined that the estimated collections of Housing Improvement Area No. 3 Housing Fees and Housing Improvement Area No. 2, Phase II Housing Fees for the payment of principal and interest on the Bonds will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds and that no tax levy is needed at this time. 5.05. Certification 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 and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 6. Refunding; Findings; Redemption of Prior Bonds 6.01. Purpose of Refunding The Prior Bonds are the (i) Taxable General Obligation Housing Improvement Area Bonds, Series 1999A, issued by the City in the original aggregate principal amount of $1,465,000, dated May 1, 1999, of which $1,075,000 in principal amount is currently outstanding and $1,010,000 in principal amount will be called for redemption on February 1, 2010; and (ii) Taxable General Obligation Housing Improvement Area Bonds, Series 1999B, issued by the City in the original aggregate principal amount of $2,565,000, dated August 1, 1999, of which $1,905,000 in principal amount is currently outstanding and $1,795,000 in principal amount will be called for redemption on February 1, 2010. It is hereby found and determined that based upon information presently available from the City's financial advisor, the issuance of the Bonds to redeem and prepay the Prior Bonds is consistent with covenants made with the holders of the Prior Bonds and is necessary to adjust the maturities of the Prior Bonds. 6.02. Application of Proceeds of Bonds It is hereby found and determined that the proceeds of the Bonds will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Prior Bonds. 6.03. Redemption; Date of Redemption; Notice of Call for Redemption The Series 1999A Bonds maturing on February 1, 2012, and thereafter will be redeemed and prepaid on February 1, 2010. The Series 1999B Bonds maturing on February 1, 2011, and thereafter will be redeemed and prepaid on February 1, 2010. The Registrar for the Series 1999A Bonds and the Registrar for the Series 1999B Bonds are authorized and directed to send a copy of the Notice of Redemption for the each registered holder of the Prior Bonds, the forms of which are attached hereto as Exhibit B and Exhibit C, respectively. 15 Section 7. Authentication of Transcript 7.01. 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, shall be deemed representations of the City as to the facts stated therein. 7.02. 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. 7.03. 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 U.S. Trust Company, Minneapolis, Minnesota, on the closing date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Section 8. Book -Entry System; Limited Obligation of City 8.01. 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 2.03 hereof. Upon initial issuance, the ownership of each such Bond will be registered in the registration books kept by the Bond 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 Bond Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants With respect to Bonds registered in the registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond 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 Bond 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, or any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond 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 Bond 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 Bond 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 16 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 Bond 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., and the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the Treasurer will promptly deliver a copy of the same to the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent is other than the Treasurer. 8.03. Representation Letter The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter ") which shall govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Bond 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 Bond Registrar and Paying Agent, respectively, to at all times be complied with. 8.04. 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 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 Bond 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. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of, premium, if any, and interest on such Bond and all notices with respect to such Bond will be made and given, respectively in the manner provided in the Representation Letter. Section 9. Continuing Disclosure 9.01. City Compliance with Provisions of Continuing Disclosure 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, and 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. 9.02. 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 10. 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 17 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. (The remainder of this page is intentionally left blank.) 18 Passed and adopted this 17th day of November, 2009. CITY OF HOPKINS, MINNESOTA Mayor Attest: City Clerk 19 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. 20 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 November 17, 2009, 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 Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B, issued in the original aggregate principal amount of $2,890,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this day of November, 2009. City Clerk City of Hopkins, Minnesota (SEAL) STATE OF MINNESOTA COUNTY OF HENNEPIN CERTIFICATE OF TAXPAYER SERVICES DIVISION MANAGER AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Hopkins, Minnesota (the "City "), on November 17, 2009, relating to the City's Taxable General Obligation Housing Improvement Refunding Bonds, Series 2009B, in the amount of $2,890,000, dated December 15, 2009, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this day of , 2009. (SEAL) Taxpayer Services Division Manager Hennepin County, Minnesota By _ Deputy 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 NOTICE OF CALL FOR REDEMPTION SERIES 1999A BONDS $1,465,000 CITY OF HOPKINS, MINNESOTA TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS SERIES 1999A February 1, 2010 EXHIBIT B the principal amount outstanding of the City's Taxable General Obligation Housing Improvement Area Bonds, Series 1999A, issued in the original aggregate principal amount of $1,465,000, dated May 1, 1999, having stated maturity dates of February 1 in the years 2012 through 2021, both inclusive, totaling $1,010,000 in outstanding principal amount, and with the following CUSIP numbers. Year of Maturity Amount CUSIP 2012 $135,000 439866 RW6 2014 155,000 439866 RY2 2018 370,000 439866 SC9 2021 350,000 439866 SF2 The bonds are being called at a price of par plus accrued interest to February 1, 2010, 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 to the main office of Bankers Trust Company, Des Moines, Iowa, on or before February 1, 2010, at the following address: Bankers Trust Company [Insert Address] Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank or other financial institution. Dated: 20 lal BY ORDER OF THE CITY COUNCIL By /s/ Terry Obermaier City Clerk City of Hopkins, Minnesota Im EXHIBIT C NOTICE OF CALL FOR REDEMPTION SERIES 1999B BONDS $2,565,000 CITY OF HOPKINS, MINNESOTA TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS SERIES 1999B 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, 2010 the principal amount outstanding of the City's Taxable General Obligation Housing Improvement Area Bonds, Series 1999B, issued in the original aggregate principal amount of $2,565,000, dated August 1, 1999, having stated maturity dates of February 1 in the years 2011 through 2021, both inclusive, totaling $1,795,000 in outstanding principal amount, and with the following CUSIP numbers. Year of Maturity Amount CUSIP 2011 $115,000 439866 SR6 2013 250,000 439866 ST2 2015 290,000 439866 SV7 2017 330,000 439866 SX3 2019 375,000 439866 SZ8 2021 435,000 439866 TBO The bonds are being called at a price of par plus accrued interest to February 1, 2010, 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 to the main office of Bankers Trust Company, Des Moines, Iowa, on or before February 1, 2010, at the following address: Bankers Trust Company [Insert Address] Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003, federal backup withholding tax will be withheld at the applicable backup withholding rate in effect at the time the payment by the redeeming institutions if they are not provided with your social security number or federal employer identification number, properly certified. This requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank or other financial institution. Dated: , 20 C -1 t r BY ORDER OF THE CITY COUNCIL By /s/ Teny Obermaier City Clerk City of Hopkins, Minnesota HP 110 -79 (JAE) 359916vl C -2