2016-050 Awarding Sale of G.O. Bonds, Series 2016ARESOLUTION NO. 2016-050
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION IMPROVEMENT BONDS, SEI2IES 2016A, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $4,335,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING
THEIR EXECUTION AND DELNERY; 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. Backeround.
(a) Certain assessable public improvements within the City, including but not
limited to bituminous street removal and reconstruction, addition and replacement of storm
sewer, water main replacement, water service replacement, sanitary sewer replacement, sanitary
sewer service replacement, concrete curb and gutter replacement, and turf restoration associated
with the 2016 Street and Utility lmprovements (City Project No. 2015-] 0) (the "I�nprovements"),
have been made, duly ordered or contracts ]et for the construction [hereof pursuant to the
provisions of Minnesota Statutes, Chapters 429 and 475, as amended (collecfively, the "AcY').
(b) The Ciry Council finds it necessary and e�edient to the sound financial
management of the affairs of the City to issue its General Obligation Improvement Bonds,
Series 2016A (the `Bonds°'), in the original aggregate principal amount of $4,335,000, pursuant
to the Act, to provide financing for the Improvements.
(c) The City is authorized by Section 475.60, subdivision 2(9) of the Act to
negotiate the sale of the Bonds, it being determined thaC the City has retained an independent
financial advisor in connection with such sale. The actions of the Ciry 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 FTN Financial Capital
Markets, 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
$4,433,250.52 (par amount of $4,335,000.00, plus original issue premium of $133,857.1Q less
undenvriter's discount of $35,606.58), plus accrued interest ro date of delivery, if any, for Bonds bearing
interest as follows:
481147v2 JAE HPI 10-92 2
Year
2018
2079
2020
2021
2022
2023
2024
2025
True interest cost 1.8419566%
Interest Rate
2.000%
2.000
2.000
2.000
2.000
2.000
2.000
2.000
Year
2026
2027
2028
2029
2030
2031
2032
Interest Rate
2.000%
2.000
2.000
2.000
2.000
2.500
2.500
1.03. Purchase Contract. The sum of $150,270.52, being the amount proposed by the
Purchaser in excess of $4,282,980.00, 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 unsuccessfu] proposers. The Mayor and City Manager are directed to execute a contract
with the Purchaser on behalf of the Ciry.
1.04. Terms and Principa] Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act, in the total principal amount of $4,335,000, originally dated July 2Q 2016, 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 [he years and amounts as follows:
Year
2018
2019
2020
2021
2022
2023
2024
2025
Amount
$250,000
255,000
260,000
265,000
27Q000
275,000
280,000
290,000
Year
2026
2027
2028
2029
2030
2031
2032
Amount
$295,000
300,000
305,000
310,000
320,000
325,000
335,000
1.05. Optional Redemption. The City may elect on Febmary 1, 2025, and on any day
thereafter to prepay Bonds due on or after February 1, 2026. Redemption may be in whole or in part and
if in part, at Yhe 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 hereo� of the
particular amount of such maturity to be prepaid. DTC will determine by lot Yhe amount of each
participanYs 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 wil] be at a price of par
plus accrued interest.
481147v2 JAE HPo 10-92 3
Section 2. Reeistration and Pavment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
[hereon and, upon surrender of each Bond, Ihe principal amount thereof, is payable by check or drafr
issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the lasf 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 authenticatiou is prior to the first interest payment date, i� which case the Bond wil] be
dated as of the date of origina] issue. The interest on the Bonds is payable on February 1 and August 1 of
each year, commencing February l, 2017, to the registered owners of record [hereof as of the close of
business on the fifreenth day of the immediately preceding month, whether or not such day is a business
day.
2.03. Reeistration. The City will appoint a bond registrar, transfer agent, authen[icating agent
and paying agent (the "Registrar"). The effect of registration and Yhe rights and duties of the City and the
RegisVar with respect thereto are as follows:
(a) Re ister. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner tl�ereof or accompanied by a written instmment 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 [ransferee 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 fifreenth day of the month preceding each interest payment
date and unti] that interest payment date.
(c) Exchanee 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 aggrega[e
principal amount and maturity as requested by the registered owner ar the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange wiU be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improner ar Una�thorized 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 tha[ the
requested transfer is legally authorized. The Registrar wil] incur no liability for the reFusal, in
good faith, to make Vansfers which it, in its judgment, deems improper or unauthorized.
(� 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
481147v2 JAE HPI10-92
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 al] 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 Charees. 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 govemmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated. Lost, Stolen or Destroved 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 subs[itution 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 cl�arges 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 fumishing to the
Registrar an appropriate bond or indemnity in form, substance and amount satisfactory fo 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 RegisVar 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) Redemotion. In the event any of the Bonds are cal]ed 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 mai] (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 wi[h the
place of payment at that time.
2.04. A�pointment of Initial Reaistrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initia] Registrar. The Mayor and the Ciry 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 au[horized 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 RegisVar and must deliver the bond register to the successor Registrar. On or
before each principa] or interest due date, without further order of this Council, the Finance Director
must transmit to the Registrar moneys sufficient for the payment of al] principal and interest then due.
2.05. Execution, Authentication and Deliverv. The Bonds will be prepared under the direction
of the City Manager and executed on behalf of tl�e City by the signatures of the Mayor and the City
Manager, provided [hat 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
as i i a��z �ne tie i i o-9z 5
sufficient for all purposes, the same as if the officer had remained in office until delivery.
Notwitlistanding 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 authenticatiov on the Bond has
been duly executed by the manua] 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 contrac[ of sale heretofore made and executed, and the Purchaser is not obligated [o see to the
application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in ]ieu 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. Aoprovine Leea] 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. Pavment Securitv' Pledees and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation
Improvement Bonds, Series 2016A 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 officia] financial records of fhe Ciry.
The Finance Director shall timely deposit in the Debt Service Fund the specia] assessments levied against
property specially benefited by the [mprovements (the "Assessments"), and the ad valorem taxes
hereinafter levied (the "Taxes"), which 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 Lnprovement Bonds,
Series 2016A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, together with the Assessments and Taxes and any other
funds appropriated for the Lnprovements collected during the construction of the Improvements, will be
deposited in the Construction Fund to be used solely to defray expenses of the Improvements and the
paymen[ of principal of and interest on the Bonds prior ro the completion and payment of all costs of the
Improvements. Any balance remaining in the Construction Fund after comple[ion of the Improvements may
be used to pay the cost in whole or in part of any other improvement instituted under the Act, under the
direction of the City Council. When the Improvements are completed and Che cost thereof paid, the
4R 1147v2 JAH HP I 10-92 6
Construction Fund is to be closed and any subsequent collections of Assessments and Taxes for the
Improvements are to be deposited in the Debt Service Fund.
4.03. Citv Covenants. It is l�ereby determined that the Improvements wil] directly and
indirectly benefit abutting property, and the City hereby covenants with tlie holders from time to time of
the Bonds as follows:
(a) The City will cause the Assessments for the Improvements to be proinptly levied
so that the first installment of the Improvements will be collectible not' later than 2017 and will
take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby
authorized. The City Council will cause to be taken with due diligence al] further actions that are
required for the cons[ruction of each Improvemen[ financed wholly or partly from the proceeds
of tl�e Bonds, and will take all further actions necessary for the fival and valid levy of the
Assessments and the appropriation of any other funds needed to pay the Bonds and interest
thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and Taxes,
the City Counci] will levy additional ad valorem [axes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing receipts
and disbursements in connection with the Improvements, Assessments, and Taxes levied therefor
and other funds appropriated for their payment, collections thereof and disbursements therefrom,
monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at ]east annually and will
furnish copies of such audit reports to any interested person upon request.
(e) At least twenty percent (20%) of the cost to the City of the Improvements
described herein will be specially assessed against benefited properties.
4.04. General Obligation Pled�e. 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
City wil] be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever
insufficient to pay al] principal and interest then due on the Bonds and any other bonds payable
flierefrom, the deficiency wil] 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 [he
Debt Service Fund when a sufficient balance is available therein.
4.05. Pledee of Tax Lew. For the purpose of paying a portion of the principal of and interest
on the Bonds, [here 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 Ciry. 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.
4.06. Certification to Taxpayer Services Division Manaeer as to Debt Service Fund Amount.
It is hereby determined [hat the estimated collections of Assessments and Taxes will produce a[ least five
percent (5%) in excess of [he amount needed to meet when due the principal and interest payments on the
Bonds. The tax levy lierein provided is irrepealable until al] 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
481147v2 JAE HPI 10-92 �
Division Manager of Hennepin County, Mim�esota (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.
4.07. ReeisVation of Resolution. The City Manager is auChorized 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 Transcrint.
5.01. Citv Proceedines and Records The officers of the Ciry 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, aud 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 [heir control, relating [o
[he validiTy and marketability of the Bonds, and such instruments, including any heretofore fumished,
will be deemed representations of the City as to the fac[s 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 [he 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 lhe date of the Official Statement.
5.03. Other Certificates. The Mayor, City Manager, and Finance Director are hereby
authorized and direc[ed ro 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 Ciry Manager,
and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to
absence of materia] litigation, and the Finance Director shall also execute and deliver a certificate as to
payment for and delivery of the Bonds.
5.04. Pavment of Cos[s of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable [o [he payment of issuance expenses to K1einBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers & Associa[es, Inc.
Section 6. Tax Covenant.
6.01. Tax-Exemot 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.
481147v2 JAE HPl 10-92 8
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 yie]d on the Bonds, and the rebate of excess
investment eamings to the United States.
6.03. Not Private Activitv Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permi[ them or any of them to be used, in such a manner as to cause [he Bonds [o be
"private activity bonds" within the meaning of Sections 7 03 and 141 through 150 of the Code.
6.04. Qualified Tax-Exemot Oblieations. In order to qualify the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, Ihe City �nakes the
following factua] statements and representations:
(a) the Bonds are not "privaCe 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 tl�an private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the Ciry) during calendar year 2016 will not exceed $] 0,000,000; and
(d) not more than $10,000,000 of ob]igations issued by the City during calendar year
2016 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 tliis section.
Section 7. Book-Entrv Svstem: Limited Oblieation 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 hereo£ Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its
successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Particioants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, Ihe 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 �ot 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 ownersliip 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 Participan[ or any other person, other than a registered owner of Bonds, of any amount
with respect to principa] of, premium, if any, or interest on the Bonds. The City, the Registrar and the
Paying Agent may treat and consider [he person in whose name each Bond is registered in [he registration
481147v2 JAE HPI 10-92 9
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 Uie purpose of registering transfers with
respect to such Bonds, and for all other purposes. The Paying Agent wil] 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 regisfered owner
of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond
evidencing tl�e 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 ii� 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 [he Registrar and Paying Agent.
7.03. RepresenCation Lettec The Ciry 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 subsequenfly appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the Ciry 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-Entrv Svstem. In the event the Ciry, 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 througli DTC of Bond certificates. In such event the City will issue,
transfer and exchange Bond certificates as requested by DTC and any o[her registered owners in
accordance with the provisions of this resolution. DTC may determine to discontinue providing its
services wiYh 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 authentica[e Bond certificates in
accordance with this resolution and the provisions hereof wil] 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 wiYh
respect to principal of, premium, if any, and interest on the Bond and all notices with respect to [he Bond
will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set
forfh in the Representation L,etter.
Section 8. Continuin� Disclosure.
8.01. Execution of Con[inuin� Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated
the da[e of issuauce and delivery of [he Bonds, as originally execu[ed and as it may be amended from
time to time in accordance with the terms thereof.
8.02. Citv Comoliance with Provisions of Continuin� Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of tl�e provisions of the Continuing
Disclosure Certificate. NotwithsTanding any other provision of this resoluTion, failure of the City to
comply with the Continuing Disclosure Ceftificate 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
481147v2 JAE HPI10-92 1 O
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 wil] 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.
(The remainder of this page is intentionally left blank.)
481147v2 JAE HPI10-92 1 I
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 Cummings and Counci] Members Gadd, Campbell, Kuznia, and Halverson
and [he following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
481147v2 JAE HP 110-92 ] 2
Passed and adopted this 21 st day of June, 2016.
i ���/� �iu,tiv�,�
olly Cu ings, Mayor
Attest
��� ��
Amy Domeier, City Clerk
4R I 147v2 JAE HPI 10-92 13
EXHIBIT A
PROPOSALS
481147v2 JAE HPI10-92 A-]
`�� `: EHLERS
�,.. ICNOCFiS IN PppL'C FIHAIIC(
BID TABULATION
54,480,000' General Obllgatfon Improvement Bonds, Serles 2016A
City of Hopkins, Minnesota
SALE: June 21. 2016
AWARD: FTN FINANCIAL CAPITAL MARKETS
Ratlug: Scandard R Poors Cretit nlarkets':4A-"
BBI: 3.18°0
Ba�il; Qualified
�14'it�RIT1' REOFFERI�G I�7ERESi I�TERES?
�:4\4E OF BIDDER (FeLrunn' q R1"IE ]'IELD PRICE C057 IUiE
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\f.4RI:ET5
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481147v2 JAE HPI 10-92 A_Z
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Bid Tabulation
,,, " Citt' of Hopkins. \Si�wtsotn
$-0.450.000• Gznual Oblie2nou Imprue�euient Bonds. Serirs IOIGA
481147v2 JAE HPI 10-92 A_3
53.6'±.?;',.35
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tiORiHL.�VD SECL'RITIES. INC'.
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- Bid Tabulabml
'�'=� ' Cin� ofHop}dns. ?�limizsota
SaAS0.000' Genzral Obli�Ttion Improremzut Bo��ds. Szries 1016A
481147v2 JAE HPI10-92 A_4
53.Si6.93S.95 S'19.157.69 l.5"1°n
Sl.?61.90i.?5 5'60.909.0?
LS9A9°o
Iune 21. 2016
Pa£2 i
EXHIBIT B
FORM OFBOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION IMPROVEMENT BOND
SERIES 2016A
Date of
Rate Mat�ritv OriginalIssue CUSIP
February 1, 20_ July 20, 2016
Registered Owner: Cede & Co.
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hennepin Counfy, 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 priucipal sum
of $ on the maturity date specified above, with interest thereon from the date hereof at the
annua] ra[e specified above, payable February 1 and August 1 in each year, commencing
February 1, 2017, 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, [he principal hereof are payable in lawful money of the
United States of America by check or draft by Bond Trus[ 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, 2025, and on any day thereafter to prepay Bonds due on or
after Pebruary 1, 2026. Redemption may be in whole or in part and if in part, at the option of the Ciry
and in such manner as the City wil] 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 in[erests 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 $4,335,000 all of like origina]
issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued
pursuant to a resolutio� adopted by the City Counci] on June 21, 2016 (the "Resolu[iod'), for the purpose
of providing money to defray the expenses incurred and to be incused in making certain assessable local
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, Chapters 429 and 475, as
amended. The principal hereof and interest hereon are payable in part from special assessments levied or
to be levied against property specially benefited by the local improvements and in part from ad valorem
481147v2 JAE HP I 10-92 B_ �
taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are ircevocably pledged for payment of this Bond
and the City Council has obligated itself to levy additiona] ad valorem taxes on all taxable properCy in the
City in tl�e event of any deficiency in specia] assessments and taxes pledged, which additional taxes may
be ]evied 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 integra] multiple Yhereof 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 Interna] 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 tl�e 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 [he 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 Minneso[a [o 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
terrns, 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
manua] signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Miimesota, by its City
Council, has caused this Bond to be exewted 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: July 20, 2016
CITY OF HOPKINS, MINNESOTA
(Facsimilel (Facsimilel
Mayor Ci[y Manager
481147v2 JAE HPI 10-92 B_2
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
�
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 iJNIF GIFT MIN ACT
Custodian
(CusT) (Minor)
TEN ENT -- as tenants by entireties under Uniform Gifrs or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenan[s in common
Addi[ional 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 isevocably constitute and appoint attorney to transfer the said
Bond on the books kept Por registration of the within Bond, with full power of substifution 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.
4R I 147v2 JAE HPI 10-92 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, ]nc. 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 [he assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held byjoint account.)
Please insert social security or otheridentifying
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 [he Registrar in the name of the person last no[ed below.
Date of Reeistration
Registered Owner
Cede & Co.
Pederal ID #1 3-25551 1 9
4R1147v2 JAE HPI10-92 B_4
Signature of
Officer of Reeistrar
EXHIBIT C
TAX LEVY SCHEDULE
YEAR *
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
* Year tax levy collected.
481147v2 JAE HP 110-92 C_ I
TAX LEVY
$266,077.29
266,07730
265,972.29
265,762.28
265,447.29
265,027.28
264,50230
269,12230
268,282.29
267,337.29
266,287.29
265,13230
269,122.29
267,652.29
269,621.03
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 fore�oing
extract of minutes of a regular meeting of the City Counci] of the City held on June 21, 2016, with the
original minutes on file in my office and the extract is a full, true avd cosect copy of the minutes insofar
as they relate to the issuance and sale of the City's General Obligation Lnprovement Bonds,
Series 2016A, in the original aggregate principal amount of $4,335,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this �
day of __� 2016.
` i
'1 �1 �i;f �,�,��c%/'
Amy Domeier, City Clerk
City of Hopkins, Minnesota
(SEAL)
481147v2 JAE HPI 10-92
EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA
HELD: June 21, 2016
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, [he 21 st day
of June, 2016, at 7:00 p.m., for the purpose, in part, of awarding the sale of the City's General Obligation
Improvement Bonds, Series 2016A, and directing their execution and delivery.
The following members were present:
Mayor Cummings and Counci] Members Gadd, Campbell, Kuznia, and Halverson
None
and the following were absent:
«** *** �**
The Mayor announced Ihat the nex[ order of business was consideration of [he proposals which
had been received for the purchase of the Ciry's General Obligation Improvement Bonds, Series 2016A,
to be issued in the origina] aggregate principal amount of $4,335,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Tern�s of Proposa] for the Bonds. The proposals are attached hereto as EXHIBIT A.
Afrer 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:
481147v2 JAH HPI 10-92