2015-043 Awarding Sale of General Obligation Street Reconstruction Bonds, Series 2015A RESOLUTION NO.2015-043
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION STREET RECONSTRUCTION BONDS,
SERIES 2015A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $4,100,000; FIXING THEIR FORM AND
SPECIFICATIONS; DIRECTING THEIR EXECUTION AND
DELIVERY; AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Hopkins, Hennepin County, Minnesota
(the"City")as follows:
Section 1. Sale of Bonds.
1.01. Background.
(a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically
Section 475.58, subdivision 3b (the "Act"), the City is authorized to finance all or a portion of
the cost of street reconstruction projects by the issuance of general bonds of the City payable
from ad valorem taxes.
(b) On May 6, 2014, following a duly noticed public hearing,the City Council of the
City adopted a five-year street reconstruction overlay plan (the "Plan") describing the streets to
be reconstructed, estimated costs, and any planned reconstruction of other streets in the City and
approved the issuance of obligations by vote of all of the members thereof, all pursuant to the
Act.
(c) The City has determined to undertake additional road reconstruction projects
described in the Plan, including but not limited to the reconstruction of Main Street from Fifth
Avenue to Shady Oak Road and the mill and overlay of Oakridge Road (the "Street
Reconstruction"). The City estimates that the total cost of the Street Reconstruction for 2015 is
$4,100,000, including capitalized interest,costs of issuance, and bond discount.
(d) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Street Reconstruction
Bonds, Series 2015A (the "Bonds"), in the original aggregate principal amount of$4,100,000,
pursuant to the Act,to provide financing for the Street Reconstruction.
(e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to
negotiate the sale of the Bonds, it being determined that the City has retained an independent
financial advisor in connection with such sale. The actions of the City staff and municipal
advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of Northland Securities, Inc.,
Minneapolis, Minnesota(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
$4,123,512.74 (par amount of $4,100,000.00, plus original issue premium of $60,472.40, less
underwriter's discount of$36,959.66), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
460461v2 JAE HP110-89 2
Year Interest Rate Year Interest Rate
2017 2.000% 2025 2.000%
2018 2.000 2026 2.200
2019 2.000 2027 2.350
2020 2.000 2028 2.450
2021 2.000 2029 2.750
2022 2.000 2030 3.000
2023 2.000 2031 3.000
2024 2.000
True interest cost: 2.3468926%
1.03. Purchase Contract. The sum of$72,712.74,being the amount proposed by the Purchaser
in excess of$4,050,800.00, shall be credited to the Debt Service Fund hereinafter created or deposited in
the Construction Fund hereinafter created, as determined by the Finance Director of the City in
consultation with the City's municipal advisor. The Finance Director is directed to retain the good faith
check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks
of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act, in the total principal amount of$4,100,000, originally dated May 28, 2015, 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
2017 $235,000 2025 $275,000
2018 240,000 2026 285,000
2019 245,000 2027 290,000
2020 250,000 2028 295,000
2021 255,000 2029 305,000
2022 260,000 2030 310,000
2023 265,000 2031 320,000
2024 270,000
1.05. Optional Redemption. The City may elect on February 1, 2023, and on any day
thereafter to prepay Bonds due on or after February 1, 2024. Redemption may be in whole or in part and
if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds
of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the
beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par
plus accrued interest.
460461v2 JAE HP110-89 3
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft
issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond will be dated as of the date of authentication,
or(ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be
dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of
each year, commencing February 1, 2016, to the registered owners of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not such day is a business
day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent
and paying agent(the"Registrar"). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory
to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized
by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
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
460461v2 JAE HP110-89 4
the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on the Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to satisfy and discharge
the liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee
or other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that
the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and
as provided by law, in which both the City and the Registrar must be named as obligees. Bonds
so surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it is not necessary to
issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of
the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond
to be redeemed at the address shown on the registration books kept by the Registrar and by
publishing the notice if required by law. Failure to give notice by publication or by mail to any
registered owner, or any defect therein, will not affect the validity of the proceedings for the
redemption of Bonds. Bonds so called for redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on deposit with the
place of payment at that time.
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
460461v2 JAE HP110-89 5
sufficient for all purposes, the same as if the officer had remained in office until delivery.
Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any
security or benefit under this resolution unless and until a certificate of authentication on the Bond has
been duly executed by the manual signature of an authorized representative of the Registrar. Certificates
of authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered
under this resolution. When the Bonds have been so prepared, executed and authenticated, the City
Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto
with such changes as may be necessary to reflect more than one maturity in a single temporary bond.
Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
form set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
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. The Bonds will be payable from the General Obligation Street
Reconstruction Bonds, Series 2015A Debt Service Fund (the"Debt Service Fund") hereby created. The
Debt Service Fund shall 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 Finance Director shall timely deposit in the Debt Service Fund the ad valorem taxes levied herein
(the "Taxes"), which Taxes are pledged to the Debt Service Fund. There is also appropriated to the Debt
Service Fund (i)capitalized interest financed from the proceeds of the Bonds, if any; and (ii)amounts
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 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Street
Reconstruction Bonds, Series 2015A Construction Fund (the "Construction Fund"). Proceeds of the
Bonds, less the appropriations made in Section 4.01 hereof, together with the Taxes and any other funds
appropriated for the Street Reconstruction collected during the Street Reconstruction, will be deposited
in the Construction Fund to be used solely to defray expenses of the Street Reconstruction and the
payment of principal of and interest on the Bonds prior to the completion and payment of all costs of the
Street Reconstruction. When the Street Reconstruction is completed and the cost thereof paid, the
Construction Fund is to be closed and any funds remaining may be deposited in Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the
460461v2 JAE HP110-89 6
City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever
insufficient to pay all principal and interest then due on the Bonds and any other bonds payable
therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which are
available for such purpose, and such general fund may be reimbursed with or without interest from the
Debt Service Fund when a sufficient balance is available therein.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the
City, which will be spread upon the tax rolls and collected with and as part of other general taxes of the
City. The Taxes will be credited to the Debt Service Fund above provided and will be in the years and
amounts as attached hereto as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount.
It is hereby determined that the estimated collections of Taxes will produce at least five percent in excess
of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy
herein provided is irrepealable until all of the Bonds are paid,provided that at the time the City makes its
annual tax levies the Finance Director may certify to the Taxpayer Services Division Manager of
Hennepin County, Minnesota (the "Taxpayer Services Division Manager") the amount available in the
Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services
Division Manager will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Registration of Resolution. The City Manager is authorized and directed to file a
certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the
certificate required by Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the facts within
their knowledge or as shown by the books and records in their custody and under their control,relating to
the validity and marketability of the Bonds, and such instruments, including any heretofore furnished,
will be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the Finance
Director are authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, City Manager, and Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager,
and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to
absence of material litigation, and the Finance Director shall also execute and deliver a certificate as to
payment for and delivery of the Bonds.
460461v2 JAE HP110-89 7
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska,Minnesota on the
closing date for further distribution as directed by the City's municipal advisor,Ehlers&Associates, Inc.
Section 6. Tax Covenant.
6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time
of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any
action which would cause the interest on the Bonds to become subject to taxation under the Internal
Revenue Code of 1986, as amended(the"Code"), and the Treasury Regulations promulgated thereunder,
in effect at the time of such actions, and that it will take or cause its officers,employees or agents to take,
all affirmative action within its power that may be necessary to ensure that such interest will not become
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
6.02. Rebate. The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
investment earnings to the United States.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. 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 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 that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City)during calendar year 2015 will not exceed$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2015 have been designated for purposes of Section 265(b)(3)of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee for The Depository Trust Company, New York,New York, and its
460461v2 JAE HP110-89 8
successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede&Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent
will have no responsibility or obligation to any broker dealers, banks and other 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 Manager of a written
notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the
words "Cede & Co."will refer to such new nominee of DTC; and upon receipt of such a notice, the City
Manager will promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the"Representation Letter")which will govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent,respectively,to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds
that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue,
transfer and exchange Bond certificates as requested by DTC and any other registered owners in
accordance with the provisions of this resolution. DTC may determine to discontinue providing its
services with respect to the Bonds at any time by giving notice to the City and discharging its
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer,exchange and method
of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,payments with
respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond
460461v2 JAE HP110-89 9
will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set
forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated
the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from
time to time in accordance with the terms thereof.
8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to
comply with the Continuing Disclosure Certificate is not to be considered an event of default with
respect to the Bonds; however, any Bondholder may take such actions as may be necessary and
appropriate, including seeking mandate or specific performance by court order, to cause the City to
comply with its obligations under this section.
Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the holders
of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and
full payment of the principal of and interest on the Bonds will remain in full force and effect. The City
may discharge all Bonds which are due on any date by depositing with the Registrar on or before that
date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in
full with interest accrued to the date of such deposit.
460461v2 JAE HP110-89 10
The motion for the adoption of the foregoing resolution was duly seconded by Member Kristi
Halverson, and upon vote being taken thereon,the following voted in favor thereof:
Mayor Eugene Maxwell, Council Members Aaron Kuznia, Jason Gadd, Molly Cummings, and
Kristi Halverson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
460461v2 JAE HP110-89 11
Passed and adopted this 5th day of May, 2015.
Mayo
Gi
Attest:
/ L4i
City Clerk
460461v2 JAE HP110-89 12
EXHIBIT A
PROPOSALS
460461v2 JAE HP110-89 A_1
0
EHLERS
BID TABULATION LEADERS IN PUBLIC FINANCE
$4,175,000*General Obligation Street Reconstruction Bonds,Series 2015A
City of Hopkins, Minnesota
SALE: May 5.2015
AWARD: NORTHLAND SECURITIES, INC.
Rating:Standard&Poor's Credit Markets"AA-P. BBI:3.62%
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER ebruary 1) RATE YIELD PRICE COST RATE
NORTHLAND SECURITIES,INC. $4.199.428.40 5891.648.04 2.3425%
Minneapolis,Minnesota 2017 2.000% 0.650%
2018 2.000% 0.900%
2019 2.000% 1.100%
2020 2.000% 1.300%
2021 2.000% 1.400%
2022 2.000% 1.650%
2023 2.000% 1.750%
2024 2.000% 1.900%
2025 2.000% 2.000%
2026 2.200% 2.200%
2027 2.350% 2.350%
2028 2.450% 2.450%
2029 2.750% 2.550%
2030 3.000% 2.750%
2031 3.000% 2.900%
PIPER JAFFRAY&CO. $4,350,152.65 $905,317.54 2.3427%
Minneapolis,Minnesota 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 3.000%
2025 3.000%
2026 3.000%
2027 3.000%
2028 3.000%
2029 2.500%
2030 2.650%
2031 2.750%
• Subsequent to bid opening the issue size was decreased to$4,100,000.
Adjusted Price-$4,123,512.74 Adjusted Net Interest Cost-$882,732.26 Adjusted TIC-2.3468%
-•111--11 --- 1-800-552-1171 I www.ehers-inc.com
460461v2 JAE HP110-89 A-2
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL $4,264.441.23 $908,876.27 2.3683%
MARKETS
Memphis,Tennessee 2017 2.000%
2018 3.000%
2019 3.000%
2020 2.500%
2021 2.250%
2022 2.250%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.750%
2027 2.750%
2028 2.750%
2029 3.000%
2030 3.000%
2031 3.000%
BAIRD $4,299.574.25 $913,916.37 2.3686%
Milwaukee,Wisconsin 2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 2.000%
2025 2.250%
2026 2.500%
2027 3.000%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.000%
Bid Tabulation May 5.2015
City of Hopkins,Minnesota
$4,175,000*General Obligation Street Reconstruction Bonds,Series 2015A Page 2
460461v2 JAE HP110-89 A-3
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NA\IE OF BIDDER (February 1) RATE YIELD PRICE COST RATE
SUNTRUST ROBINSON $4,283,932.80 $918,911.39 2.3950%
HUMPHREY
Atlanta,Georgia 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 2.000%
2025 2.000%
2026 2.150%
2027 2.250%
2028 3.000%
2029 3.000%
2030 3.000%
2031 3.000%
RAYMOND JAMES& $4.275.839.60 $919,498.84 2.4003%
ASSOCIATES,INC.
St.Petersburg,Florida 2017 3.000%
2018 3.000%
2019 3.000%
2020 3.000%
2021 3.000%
2022 3.000%
2023 3.000%
2024 2.000%
2025 2.000%
2026 2.250%
2027 2.500%
2028 2.500%
2029 3.000%
2030 3.000%
2031 3.000%
0 Bid Tabulation May 5,2015
City of Hopkins,Minnesota
$4,175,000*General Obligation Street Reconstruction Bonds,Series 2015A Page 3
460461v2 JAE HP110-89 A-4
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION STREET RECONSTRUCTION BOND
SERIES 2015A
Date of
Rate Maturity Original Issue CUSIP
February 1,20_ May 28,2015
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
February 1,2016, 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, 2023, and on any day thereafter to prepay Bonds due on or
after February 1, 2024. Redemption may be in whole or in part and if in part, at the option of the City
and in such manner as the City will determine. If less than all Bonds of a maturity are called for
redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such
maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of$4,100,000 all of like original
issue date and tenor, except as to number,maturity date,redemption privilege,and interest rate, all issued
pursuant to a resolution adopted by the City Council on May 5, 2015 (the"Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in making certain street
reconstruction improvements, 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, Chapter 475, as
amended, specifically Section 475.58, subdivision 3b. The principal hereof and interest hereon are
payable in part from ad valorem taxes, as set forth in the Resolution to which reference is made for a full
460461v2 JAE HP 110-89 B-1
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 taxes pledged, which additional
taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of$5,000 or any integral multiple thereof of single maturities.
The City Council has designated the issue of Bonds of which this Bond forms a part as"qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended(the"Code")relating to disallowance of interest expense for financial institutions and within
the$10 million limit allowed by the Code for the calendar year of issue.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance
of this Bond in order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or
statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: May 28,2015
CITY OF HOPKINS,MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
460461v2 JAE HP110-89 B-2
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BANKERS TRUST COMPANY
By
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM --as tenants in common UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
TEN ENT--as tenants by entireties under Uniform Gifts or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
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.
460461v2 JAE HP110-89 B-3
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STEMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede&Co.
Federal ID#13-2555119
460461v2 JAE HP 110-89 B-4
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2016 $344,925.00
2017 345,240.00
2018 345,450.00
2019 345,555.00
2020 345,555.00
2021 345,450.00
2022 345,240.00
2023 344,925.00
2024 344,505.00
2025 349,230.00
2026 347,896.50
2027 345,990.75
2028 348,901.88
2029 345,345.00
2030 346,080.00
* Year tax levy collected.
460461v2 JAE HP110-89 C_1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF HOPKINS )
I, being the duly qualified and acting City Clerk of the City of Hopkins, Hennepin County,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a regular meeting of the City Council of the City held on May 5, 2015, 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 Street Reconstruction Bonds,
Series 2015A, in the original aggregate principal amount of$4,100,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of , 2015.
City Clerk
City of Hopkins,Minnesota
(SEAL)
460461v2 JAE HP110-89
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS,MINNESOTA
HELD: May 5, 2015
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 5th day
of May, 2015, at 7:00 p.m., for the purpose, in part,of awarding the sale of the City's General Obligation
Street Reconstruction Bonds, Series 2015A, and directing their execution and delivery.
The following members were present:
Mayor Eugene Maxwell, Council Members Aaron Kuznia, Jason Gadd, Molly Cummings, and
Kristi Halverson
and the following were absent:
None
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Street Reconstruction Bonds,
Series 2015A,to be issued in the original aggregate principal amount of$4,100,000.
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 Jason Gadd then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
460461v2 JAE HP110-89