2015-089 Awarding the Sale of General Obligation Tax Increment Bonds, 2015C EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS,MINNESOTA
HELD: November 2,2015
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 Monday, the 2nd day
of November, 2015, at 7:00 p.m., for the purpose, in part, of awarding the sale of the City's General
Obligation Tax Increment Revenue Refunding Bonds, Series 2015C, and directing their execution and
delivery.
The following members were present:
Mayor Eugene Maxwell and 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 Tax Increment Revenue Refunding
Bonds, Series 2015C,to be issued in the original aggregate principal amount of$4,340,000.
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 Molly Cummings then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent, and moved
its adoption:
469924v2 JAE HP110-87
RESOLUTION NO.2015-089
A RESOLUTION AWARDING THE SALE OF ENERAL
OBLIGATION TAX INCREMENT REVENUE RE UNDING
BONDS, SERIES 2015C, IN THE ORIGINAL AG 1,REGATE
PRINCIPAL AMOUNT OF $4,340,000; FIXING THE ' FORM
AND SPECIFICATIONS; AND DIRECTING THEIR
EXECUTION AND DELIVERY
BE IT RESOLVED By the City Council of the City of Hopkins, H-nnepin County, Minnesota
(the"City")as follows:
Section 1. Sale of Bonds.
1.01. Background; Authorization.
(a) In accordance with Minnesota Statutes, Sections 4i 9.001 through 469.047, as
amended (the "HRA Act"), the Housing and Redevelopment Autho rity in and for the City of
Hopkins, Minnesota(the "HRA") established Redevelopment Projec No. 2 (the "Project Area")
and approved a Redevelopment Plan(the"Project Plan") for the Proj:ct Area.
(b) The HRA and the City have established Tax Inl rement Financing District
No. 2-11 (the "TIF District") within the Project Area in accordan•- with Minnesota Statutes,
Sections 469.174 through 469.1794,as amended(the"TIF Act").
(c) Pursuant to the HRA Act, the TIF Act, Laws of Mi esota 2003, Chapter 127,
Article 10, Section 31 (the "Special Law"), and an Indenture of Tru•t, dated as of April 1, 2008
(the "Prior Indenture"), between the HRA and U.S. Bank National ' ssociation, as trustee (the
"Prior Trustee"), the HRA issued its Tax Increment Revenue :onds (Excelsior Crossings
Project), Series 2008 (the "Series 2008 Bonds"), in the original ag;,regate principal amount of
$5,290,000, to finance a portion of the costs of the acquisition of eal property, demolition of
certain structures, site remediation, and certain site improvement related to the Phase One
Improvements and the Phase Two Improvements (as such term- are defined in the Prior
Indenture)within the TIF District.
(d) Pursuant to the Prior Indenture, the Series 2008 Bo •s are payable from the tax
increment revenues derived from Lot 1, Excelsior Crossing, acc I rding to the plat thereof,
Hennepin County,Minnesota, according to the plat thereof,Hennepi County,Minnesota.
(e) The Series 2008 Bonds are currently outstanding n the principal amount of
$4,730,000 and are callable at the option of the HRA as of Feb ary 1, 2014, or any date
thereafter, at a price of par plus accrued interest.
(f) The City is authorized by 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 m.de with the holders thereof,
when determined by the City Council to be necessary or desirabl- for the reduction of debt
service costs to the City or for the extension or adjustment of aturities in relation to the
resources available for their payment.
469924v2 JAE HP110-87 2
(g) It is necessary and desirable for the reduction of debt service costs to the HRA
and the City that the City issue its General Obligation Tax Increment Revenue Refunding Bonds,
Series 2015C (the "Bonds"), in the original aggregate principal amount of$4,340,000, pursuant
to the TIF Act and the Municipal Debt Act (together, the "Act"), including Section 475.67,
subdivision 3,to redeem and prepay the outstanding Series 2008 Bonds.
(h) 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
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 Cantor Fitzgerald&Company,
Memphis, Tennessee (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
$4,445,939.60 (par amount of $4,340,000.00, plus original issue premium of $132,268.80, less
underwriter's discount of$26,329.20), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
Year Interest Rate Year Interest Rate
2016 2.000% 2024 2.500%
2017 2.000 2025 2.500
2018 2.000 2026 2.250
2019 2.000 2027 2.500
2020 2.000 2028 2.750
2021 2.000 2029 2.750
2022 2.000 2030 2.750
2023 2.000
True interest cost: 2.1027764%
1.03. Purchase Contract. The sum of$149,339.60, being the amount proposed by the Purchaser
in excess of$4,296,600.00, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Redemption 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, including Section 475.67, subdivision 3, in the total principal amount of
$4,340,000, originally dated November 24,2015, 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:
469924v2 JAE HP110-87 3
Year Amount Year Amount
2016 $165,000 2024 $310,000
2017 230,000 2025 320,000
2018 240,000 2026 335,000
2019 250,000 2027 350,000
2020 260,000 2028 365,000
2021 270,000 2029 385,000
2022 285,000 2030 275,000
2023 300,000
1.05. Optional Redemption. The City may elect on February 1,20 and on any day thereafter
to prepay Bonds due on or after February 1,2025. Redemption may be in who e or in part and if in part, at
the option of the City and in such manner as the City will determine. If less th. all Bonds of a maturity are
called for redemption, the City will notify DTC (as defined in Section 8 hereo'► of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each sarticipant's interest in such
maturity to be redeemed and each participant will then select by lot the ben:ficial ownership interests in
such maturity to be redeemed. Prepayments will be at a price of par plus accru:s interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully r:gistered form. The interest
thereon and,upon surrender of each Bond,the principal amount thereof, is pay:ble by check or draft issued
by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of he last interest payment date
preceding the date of authentication to which interest on the Bond has bee paid or made available for
payment, unless (i) the date of authentication is an interest payment date to w 'ch interest has been paid or
made available for payment, in which case the Bond will be dated as of the dat: of authentication, or(ii)the
date of authentication is prior to the first interest payment date, in which case he Bond will be dated as of
the date of original issue. The interest on the Bonds is payable on February and August 1 of each year,
commencing February 1, 2016, to the registered owners of record thereof as o I 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, transfe agent, authenticating agent
and paying agent (the"Registrar"). The effect of registration and the rights . d 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 o nership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registere.,transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of . Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of tr.nsfer, in form satisfactory to
the Registrar, duly executed by the registered owner thereof or by a 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 lik: aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
469924v2 JAE HP110-87 4
registration of any transfer after the fifteenth day of the month preceding each interest payment date
and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good
faith,to make transfers which it,in its judgment,deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is overdue or not, for the purpose of receiving payment of, or on account of,the principal
of and interest on the Bond and for all other purposes, and payments so made to a registered owner
or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as
provided by law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation
must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior
to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner,
or any defect therein, will not affect the validity of 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.
469924v2 JAE HP110-87 5
2.04. Appointment of Initial Registrar. The City appoints Bond rust Services Corporation,
Roseville, Minnesota, 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 me ger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trus company authorized by law
to conduct such business, the resulting corporation is authorized to act as su cessor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the s:rvices 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 :onds in its possession to the
successor Registrar and must deliver the bond register to the successor R::istrar. On or before each
principal or interest due date, without further order of this Council, the Finan e Director must transmit to
the Registrar moneys sufficient for the payment of all principal and interest the due.
2.05. Execution,Authentication and Delivery. The Bonds will be pr-.ared under the direction of
the City Manager and executed on behalf of the City by the signatures of the ayor and the City Manager,
provided that those signatures may be printed, engraved or lithographed facs. les of the originals. If an
officer whose signature or a facsimile of whose signature appears on the Bo ds ceases to be such officer
before the delivery of a Bond, that signature or facsimile will nevertheless b- valid and sufficient for all
purposes,the same as if the officer had remained in office until delivery. Notw thstanding such execution,a
Bond will not be valid or obligatory for any purpose or entitled to any s:curity or benefit under this
resolution unless and until a certificate of authentication on the Bond has been .uly executed by the manual
signature of an authorized representative of the Registrar. Certificates of auth;ntication on different Bonds
need not be signed by the same representative. The executed certificate of .uthentication on a Bond is
conclusive evidence that it has been authenticated and delivered under this -solution. When the Bonds
have been so prepared, executed and authenticated,the City Manager will deli er the same to the Purchaser
upon payment of the purchase price in accordance with the contract of sale h:retofore made and executed,
and the Purchaser is not obligated to see to the application of the purchase pric:.
2.06. Temporary Bonds. The City may elect to deliver in lieu of p ted definitive Bonds one or
more typewritten temporary Bonds in substantially the form set forth in EX III:IT B attached hereto with
such changes as may be necessary to reflect more than one maturity in a singl- temporary bond. Upon the
execution and delivery of definitive Bonds the temporary Bonds will be exchan:ed therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typew ' en in substantially the form
set forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized .nd directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartere., Minneapolis, Minnesota,
which is to be complete except as to dating thereof and cause the opinion to .e 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 Gen- al Obligation Tax Increment
Revenue Refunding Bonds, Series 2015C Debt Service Fund (the "Debt Se ice Fund") hereby created.
The Debt Service Fund shall be administered and maintained by the Financ- Director as a bookkeeping
account separate and apart from all other funds maintained in the official fin. cial records of the City. All
469924v2 JAE HPI10-87 6
tax increment revenues derived from Lot 1, Excelsior Crossing, according to the plat thereof, Hennepin
County, Minnesota, according to the plat thereof, Hennepin County, Minnesota (the "Phase Two Tax
Increment Revenues") received by the BRA from the TIF District are pledged to the Debt Service Fund
pursuant to the Pledge Agreement (as defined herein). There is also appropriated to the Debt Service Fund
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. Redemption Fund. Proceeds of the Bonds, less the amounts appropriated in Section 4.01
hereof and costs of issuance of the Bonds, shall be deposited with the City in a separate fund (the
"Redemption Fund") and transferred to the Prior Trustee on or before December 10, 2015 (the
"Redemption Date") for deposit to the Bond Fund established under the Prior Indenture for the purpose
of redeeming and prepaying the outstanding principal amount of and interest on the Series 2008 Bonds
on the Redemption Date.
4.03. Pledge Agreement. A Tax Increment Pledge Agreement between the City and the HRA,
to be dated on the date of issuance and delivery of the Bonds (the "Pledge Agreement"), is hereby
approved and shall be executed in substantially the form on file with the City, with such additions,
deletions, and other changes as are approved by the City Manager. The Pledge Agreement is to be
executed and delivered in order to satisfy the requirements of Section 469.178, subdivision 2 of the TIF
Act and Sections 475.58, subdivision 1 and 475.61, subdivision 1 of the Municipal Debt Act. The Pledge
Agreement creates rights in the City and the HRA but is not intended to create duties or obligations of the
City or the BRA to any other persons (including the beneficial or registered owners of the Bonds) with
respect to the Phase Two Tax Increment Revenues or other revenues described or referenced in the Pledge
Agreement, except to the extent required by applicable law, and is not intended to create rights in or
claims by any other persons (including the beneficial or registered owners of the Bonds) with respect to
the Phase Two Tax Increment Revenues or other revenues described or referenced in the Pledge
Agreement, except to the extent required by applicable law.
4.04. Covenants. The estimated amount of Phase Two Tax Increment Revenues available to
pay debt service on the Bonds exceeds twenty percent (20%) of the costs of the projects originally
financed with the Series 2008 Bonds, which were costs eligible for reimbursement from tax increments
pursuant to the HRA Act and Section 469.176, subdivision 4 of the TIF Act.
4.05. General Obligation Pledge. If a payment of principal of or interest on the Bonds shall
become due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance
Director is directed to pay such principal or interest from the general fund of the City, and the general fund
will be reimbursed for such advances out of the proceeds of the Phase Two Tax Increment Revenues when
received.
4.06. No Tax Levy Needed. It is determined that the estimated collection of Phase Two Tax
Increment Revenues for the payment of principal of and interest on the Bonds will produce at least five
percent (5%) 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.
4.07. 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 Municipal Debt Act.
469924v2 JAE HP110-87 7
Section 5. Refundin.• Finding s• Redemption of Series 2008 Bo II ds.
5.01. Purpose of Refunding. It is hereby found and determined t at based upon information
presently available from the City's municipal advisor,the issuance of the Bo .s to refund the Series 2008
Bonds will result in a reduction of debt service or interest cost to the HRA a.d the City and is consistent
with the covenants made with the holders of the Series 2008 Bonds.
5.02. Notice of Redemption. On November 2, 2015, the Board of Commissioners of the HRA
adopted a resolution calling the outstanding Series 2008 Bonds for redemption .n the Redemption Date and
providing the notice of call for redemption of the Series 2008 Bonds. Such call for redemption is contingent
upon the deposit of funds with the Prior Trustee necessary to redeem and prepa the principal of and interest
on the Series 2008 Bonds on the Redemption Date.
Section 6. Authentication of Transcript.
6.01. City Proceedings and Records. The officers of the City ar: 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 t. 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 eretofore furnished, will be
deemed representations of the City as to the facts stated therein.
6.02. Certification as to Official Statement. The Mayor, the Cit Manager, and the Finance
Director are authorized and directed to certify that they have examined the 0` cial 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 fa is and representations made
therein as of the date of the Official Statement.
6.03. Other Certificates. The Mayor, the City Manager, and the 1 inance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such cert ficates as are required as a
condition of sale. Unless litigation shall have been commenced and be pendi g questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Iayor,the City Manager, and
the Finance Director shall also execute and deliver to the Purchaser a suitabl: certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a ertificate as to payment for
and delivery of the Bonds.
6.04. Payment of Costs of Issuance. The City authorizes the Purc aser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to KleinB.nk, Chaska, Minnesota, on
the closing date for further distribution as directed by the City's municipal advisor, Ehlers &Associates,
Inc.
Section 7. Tax Covenant.
7.01. Tax-Exempt Bonds. The City covenants and agrees with the olders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, em loyees or agents any action
which would cause the interest on the Bonds to become subject to taxation nder the Internal Revenue
Code of 1986, as amended (the"Code"), and the Treasury Regulations prom I lgated thereunder, in effect
at the time of such actions, and that it will take or cause its officers, empl.yees or agents to take, all
affirmative action within its power that may be necessary to ensure that su,h interest will not become
469924v2 JAE HP110-87 8
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
7.02. 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.
7.03. 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.
7.04. Qualified Tax-Exempt Obligations. The Bonds are hereby deemed to be "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, because the City determines
that:
(a) the Bonds are not"private activity bonds"as defined in Section 141 of the Code;
(b) the Series 2008 Bonds were qualified tax-exempt obligations;
(c) the Bonds are not taken into account in determining the status of the City as a
"qualified small issuer" within the meaning of Section 265(b)(3) of the Code, because the
amount of the Bonds does not exceed the outstanding amount of the Series 2008 Bonds;
(d) the average maturity date of the Bonds is not later than the average maturity date
of the Series 2008 Bonds; and
(e) the Bonds have a maturity date which is not later than the date which is 30 years
after the date the Series 2008 Bonds were issued.
7.05. 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 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 1.04 hereof. Upon initial
issuance,the ownership of each Bond will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its
successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede&Co.,as nominee of DTC.
8.02. 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
469924v2 JAE HP110-87 9
with respect to the Bonds, including any notice of redemption, or(iii)the pa ent to any Participant or any
other person, other than a registered owner of Bonds, of any amount with resp ct to principal of,premium,
if any, or interest on the Bonds. The City, the Registrar and the Paying Agen may treat and consider the
person in whose name each Bond is registered in the registration books kept b, the Registrar as the holder
and absolute owner of such Bond for the purpose of payment of principal,prem um and interest with respect
to such Bond, for the purpose of registering transfers with respect to such Bone s,and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on he Bonds only to or on the
order of the respective registered owners, as shown in the registration books .ept 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 exteni 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. pon delivery by DTC to the
City Manager of a written notice to the effect that DTC has determined to subst tute a new nominee in place
of Cede&Co.,the words"Cede&Co."will refer to such new nominee of DT I ; and upon receipt of such a
notice,the City Manager will promptly deliver a copy of the same to the Regist . and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the"Representation Letter") which will gov rn payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the B•nds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds ill 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.
8.04. Transfers Outside Book-Entry System. In the event the Cit,, by resolution of the City
Council, determines that it is in the best interests of the persons having benefic al interests in the Bonds that
they be able to obtain Bond certificates, the City will notify DTC, where upon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such eve t the City will issue,transfer
and exchange Bond certificates as requested by DTC and any other registere a owners in accordance with
the provisions of this resolution. DTC may determine to discontinue providin: its services with respect to
the Bonds at any time by giving notice to the City and discharging its respon•ibilities with respect thereto
under applicable law. In such event, if no successor securities depository is a spointed, the City will issue
and the Registrar will authenticate Bond certificates in accordance with this -solution and the provisions
hereof will apply to the transfer,exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provis on of this resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nom ee of DTC, payments with
respect to principal of, premium, if any, and interest on the Bond and all noti,es with respect to the Bond
will be made and given, respectively in the manner provided in DTC's Opera tional Arrangements, as set
forth in the Representation Letter.
Section 9. Continuing Disclosure.
9.01. Execution of Continuing Disclosure Certificate. "Contin ing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor . d City Manager and dated
the date of issuance and delivery of the Bonds, as originally executed and as i may be amended from time
to time in accordance with the terms thereof
9.02. Cit Com s liance with Provisions of Continuin. Disclosure I ertificate. The City hereby
covenants and agrees that it will comply with and carry out all of the p ovisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this resolution, ailure of the City to comply
469924v2 JAE HP110-87 10
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 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
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.
469924v2 JAE HP110-87 11
The motion for the adoption of the foregoing resolution was duly seconded by Member Aaron
Kuznia and upon vote being taken thereon,the following voted in favor thereof:
Mayor Eugene Maxwell and Council Members Aaron Kuznia, Jas e n Gadd, Molly Cummings,
and Kristi Halverson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
469924v2 JAE HP110-87 12
Passed and adopted this 2nd day of November, 2015.
Mayo 7171Z1-td7
Attest:
IF
Ci y Clerk
469924v2 JAE HP110-87 13
EXHIBIT A
PROPOSALS
469924v2 JAE HP110-87 A-1
0 EHLERS
I CALM WI IN "LIBLIC FINANCE
BID TABULATION
$4,490,000*General Obligation Tax Increment Revenue Refunding Bonds,Series 2015C
City of Hopkins, Minnesota
SALE: November 2.2015
AWARD: CANTOR FITZGERALD&COMPANY
Rating:Standard&Poor's Credit Markets"AA+" BBI:3.66%
NET TRUE
MATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1 RATE YIELD PRICE COST RATE
CANTOR FITZGERALD 54.598.645.55 5759,387.02 2.1066%
&COMPANY
Memphis.Tennessee 2016 2.000% 0.250%
2017 2.000% 0.450%
2018 2.000% 0.700%
2019 2.000% 0.900%
2020 2.000% 1.050%
2021 2.000% 1.250%
2022 2.000% 1.450%
2023 2.000% 1.550%
2024 2.500% 1.750%
2025 2.500% 1.850%
2026 2.250% 2.000%
2027 2.500% 2.150%
2028 2.750% 2.300%
2029 2.750% 2.450%
2030 2.750% 2.550%
• Subsequent to bid opening the issue size was decreased to$4,340.000.
Adjusted Price-$4,445.939.60 Adjusted Net Interest Cost-$735,500.89 Adjusted TIC-2.1027%
• • • • -- - --1-800-552-'171 I www.elners-inc.corn
469924v2 JAE HP110-87 A-2
NET TRUE
MATURITY REOFFERLNG INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL $4.544,958.85 $756,154.13 2.1165%
MARKETS
Memphis,Tennessee 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.250%
2027 2.500%
2028 2.750%
2029 2.400%
2030 2.500%
PIPER JAFFRAY&CO. $4,667,142.45 $774.525.47 2.1369%
Minneapolis,Minnesota 2016 3.000%
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 2.000%
2026 2.000%
2027 2.500%
2028 2.500%
2029 3.000%
2030 3.000%
0 Bid Tabulation November 2,2015
City of Hopkins,Minnesota
$4,490,000*General Obligation Tax Increment Revenue Refunding Bonds.Series 2015C Page 2
469924v2 JAE HP110-87 A-3
NET TRUE
.IATURITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (Feb rusTy 1) RATE YIELD PRICE COST RATE
BAIRD $4.581,130.55 $772,512.68 2.1452%
Milwaukee,Wisconsin 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.250%
2027 2.500%
2028 2.750%
2029 3.000%
2030 3.000%
RAYMOND JAMES& $4.653,069.75 $781,558.83 2.1645%
ASSOCIATES.INC.
St.Petersburg,Florida 2016 3.000%
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 2.125%
2027 2.250%
2028 2.375%
2029 2.500%
2030 3.000%
0 Bid Tabulation November 2,2015
City of Hopkins,Minnesota
$4,490,000*General Obligation Tax Increment Revenue Refunding Bonds.Series 2015C Page 3
469924v2 JAE HP110-87 A-4
NET TRUE
MIATLRITY REOFFERING INTEREST INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
NORTHLAND SECURITIES,INC. $4,534,828.85 $783,729.03 2.1949%
Minneapolis,Minnesota 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.250%
2027 2.500%
2028 2.500%
2029 2.750%
2030 2.750%
STIFEL,NICOLAUS $4.733.059.60 $816,259.57 2.2284%
Birmingham.Alabama 2016 3.000%
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 3.000%
2030 3.000%
Bid Tabulation November 2,2015
City of Hopkins,Minnesota
$4,490,000*General Obligation Tax Increment Revenue Refunding Bonds.Series 20:SC Page 4
469924v2 JAE HP110-87 A-5
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION TAX INCREMENT REVENUE REFUNDING BOND
SERIES 2015C
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ November 24, 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 Bond Trust Services Corporation, Roseville, Minnesota, 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, 2024, and on any day thereafter to prepay Bonds due on or
after February 1,2025. 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$4,340,000 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 November 2,2015 (the"Resolution"), for the
purpose of providing money to refund the outstanding principal amount of revenue bonds issued by the
Housing and Redevelopment Authority in and for the City of Hopkins, Minnesota(the "HRA"),pursuant
to and in full conformity with the home rule charter of the City and the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Chapters 469 and 475, as amended, specifically
469924v2 JAE HP110-87 B-1
Section 475.67, subdivision 3. The principal hereof and interest hereon ar- payable primarily from tax
increment revenues resulting from increases in taxable valuation of real 0 roperty in a tax increment
financing district within the City and pledged to the payment of principal of;nd interest on the Bonds by
the HRA pursuant to a pledge agreement dated as of the date of issuance oft is Bonds, as set forth in the
Resolution to which reference is made for a full statement of rights and po ers 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 t e City in the event of any
deficiency in tax increment revenues pledged, which taxes may be levied wi hout limitation as to rate or
amount. The Bonds of this series are issued only as fully registered Bonds i denominations of$5,000 or
any integral multiple thereof of single maturities.
The City Council has designated the issue of Bonds of which this Bo d forms a part as"qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Inte al Revenue Code of 1986,
as amended(the"Code")relating to disallowance of interest expense for fin.ncial 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 se 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 wr ting upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Reg strar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in e, change for Bonds of other
authorized denominations. Upon such transfer or exchange the City will ca se a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same :,ggregate principal amount,
bearing interest at the same rate and maturing on the same date, subject to rei bursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or e hange.
The City and the Bond Registrar may deem and treat the person i 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 Regi•trar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED • 11 AGREED that all acts,
conditions and things required by the home rule charter of the City and the ; onstitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preli inary 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 =s so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed a y constitutional,charter,or
statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to a y security or benefit under
the Resolution until the Certificate of Authentication hereon has been execut-d by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin Cou y, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile •r manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date et forth below.
469924v2 JAE HP110-87 B-2
Dated: November 24,2015
CITY OF HOPKINS,MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
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
(Cult) (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:
469924v2 JAE HP110-87 B-3
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 fmancial 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.
Signa-ure of
Date of Registration Registered Owner Officer of Registrar
Cede&Co.
Federal ID#13-2555119
469924v2 JAE HP110-87 B-4
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,
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
November 2, 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 Tax
Increment Revenue Refunding Bonds, Series 2015C, in the original aggregate principal amount of
$4,340,000.
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)
469924v2 JAE HP 110-87