2001-086RESOLUTION NO. 2001-86
A RESOLUTION AWARDING THE SALE OF $3,735,000 GENERAL
OBLIGATION REFUNDING BONDS OF 2001;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Hopkins, Hennepin County,
Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475 (Act) and
Section 475.67, subdivision 3, of the Act to issue and sell its general obligation bonds to
refund obligations and the interest thereon before the due date of the obligations, if
consistent with covenants made with the holders thereof, when determined by the City
Council to be necessary or desirable for the reduction of debt service cost to the City or for
the extension or adjustment of maturities in relation to the resources available for their
payment;
(b) Section 475.67, subdivision 4 of the Act penuits the sale of refunding
obligations during the six month period prior to the date on which the obligations to be
refunded may be called for redemption;
(c) it is necessary and desirable to reduce debt service costs that the City
issue approximately $3,735,000 General Obligation Refunding Bonds of 2001 (Bonds) to
refund certain outstanding general obligations of the City;
(d) the outstanding bonds to be refunded (Refunded Bonds) consist of
the $2,000,000 Penuanent Improvement Revolving Fund Bonds of 1992, dated August 1,
1992, of which $810,000 in principal amount is currently outstanding and is callable on
February 1, 2002; the $2,445,000 General Obligation Storm Sewer Revenue Refunding
Bonds, Series 1993B, dated October 15, 1993, of which $1,605,000 in principal amotmt is
currently outstanding and is callable on February 1, 2002; and the $2,065,000 General
Obligation Park and Recreational Facilities Refimding Bonds, Series 1993D, dated October
15, 1993, of which $1,300,000 in principal amount is currently outstanding and is callable
on February 1, 2002.
1.02. The proposal of U.S. Bancorp Piper Jaffray (Purchaser) to purchase $3,735,000
General Obligation Refunding Bonds of 2001 (Bonds) of the City described in the Tenus of
Proposal thereof is determined to be a reasonable offer and is accepted, the proposal being to
purchase the Bonds at a price of $3,734,703.38 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
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Year of Interest Year of Interest
Matufi _ty Rate Maturi _ty Rate
2003 2.75% 2008 3.55%
2004 3.00% 2009 3.65%
2005 3.00% 2010 3.65%
2006 3.10% 2011 3.65%
2007 3.30%
True interest cost: 3.380976
1.03. The sum of $2,233.38 being the amount proposed by the Purchaser h~ excess of
$3,732,470 is credited to the Debt Service Fund hereinafter created. The City Finance Director is
dh-ected to deposit the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful propOsers forthwith. The Mayor and
City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (Act) in the total principal amount of $3,735,000, originally dated December 1, 2001,
in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-l, upward,
bearing interest as above set forth, and which mature serially on February 1 without option of prior
payment in the years and amounts as follows:
Year Amount Year Amount
2003 $470,000 2008 $490,000
2004 490,000 2009 355,000
2005 490,000 2010 360,000
2006 485,000 2011 110,000
2007 485,000
$820,000 of the Bonds (the PIR Refunding Bonds) maturing in the amounts and on the dates
set forth below are being issued to refund certain maturities of the City's $2,000,000 Permanent
huprovement Revolving Fund Bonds of 1992, dated August 1, 1992 (the PIR Refunded Bonds):
Year Amount
2003 $140,000
2004 140,000
2005 140,000
2006 135,000
2007 135,000
2008 130,000
$1,610,000 of the Bonds (the Storm Sewer Refunding Bonds) maturing in the amounts and
on the dates set forth below are being issued to refund certain maturities of the City's $2,445,000
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General Obligation Storm Sewer Revenue Refunding Bonds, Series 1993B, dated October 15, 1993
(the Storm Sewer Refunded Bonds):
Year Amount
2003 $170,000
2004 190,000
2005 195,000
2006 195,000
2007 205,000
2008 215,000
2009 215,000
2010 225,000
The remaining $1,305,000 of the Bonds (the Recreational Facilities Refunding Bonds)
maturing in the amounts and on the dates set forth below are being issued to refund certain
maturities of the City's $2,065,000 General Obligation Recreational Facilities Refunding Bonds,
Series 1993D, dated October 15, 1993 (the Recreational Facilities Refunded Bonds):
Year Amount
2003 $160,000
2004 160,000
2005 155,000
2006 155,000
2007 145,000
2008 145,000
2009 140,000
2010 135,000
2011 110,000
The PIR Refunded Bonds, Storm Sewer Refimded Bonds and Recreational Facilities
Refunded Bonds are referred to collectively herein as the "Refunded Bonds".
Section 2. Registration and Pa_'c2ent.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check
or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is prior to the frrst interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds
is payable on February 1 a2~d August 1 of each year, commencing August 1, 2002, to the registered
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owners of record as of the close of business on the fifteenth day of the immediately preceding
month, whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights
and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transfen'ed or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Bonds of a
like aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrm-nent 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 accotmt
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.
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(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 indermzity 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 akeady matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to
payment.
2.04. Appointment of Initial Registrar. The City appoints Bankers Trust Company, Des
Moines, Iowa, as the initial Registrar. The Mayor and the City Manager are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, the resulting corporation is authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar
for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice
and upon the appointment of a successor Registrar, in which event the predecessor Registrar must
deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond
register to the successor Registrar. On or before each principal or interest due date, without further
order of this Council, the City Finance Director must transmit to the Registrar monies sufficient for
the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and
the City Manager, provided that all signatures may be printed, engraved or lithographed facsi~niles
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 any Bond, that signature or facsimile will
nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office
until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any
pml0ose or entitled to any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds need not be signed
by the same representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered trader this Resolution. When the Bonds have
been so prepared, executed and authenticated, the City Manager will deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and the Purchaser is not obligated to see to the application of the pm'chase
price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds
one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such
changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
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the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION REFUNDING BOND OF 2001
Date of
Rate Maturity Original Issue CUSIP
December 1, 2001
Registered Owner: Cede & Co.
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specified above or registered assigns, the principal sum of
$ on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above, payable February 1 and August 1 in each year, commencing August 1,
2002, to the person in whose name this Bond is registered at the close of business on the fifteenth
day (whether or not a business day) of the immediately preceding month. The interest hereon and,
upon presentation and surrender hereof, the principal hereof are payable in lawful money of the
United States of America by check or draft by Bankers Trust Company, Des Moines, Iowa, as Bond
Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor
trader 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 Council has designated the issue of Bonds of which this Bond forms a part as
"qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended (the Code) relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year of issue.
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This Bond is one of an issue in the aggregate principal mount of $3,735,000 all of like
original issue date and tenor, except as to number, maturity date and interest rate, all issued pursuant
to a resolution adopted by the City Council on November 7, 2001 (the Resolution), for the purpose
of providing money to refund the outstanding principal mount of certain general obligation bonds
of the City, pursuant to and in full conformity with the home rule charter of the City aa~d the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 475.67 and
the principal hereof and interest hereon are payable from special assessments against property
specially benefited by local improvements, storm sewer revenues, and from ad valorem taxes, as set
forth in the Resolution to which reference is made for a full statement of rights and powers thereby
conferred, and net revenues of the storm sewer system. The full faith and credit of the City are
in'evocably pledged for payment of this Bond and the City Council has obligated itself to levy
additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments, taxes pledged and net revenues of the storm sewer system, which additional
taxes maybe levied without limitation as to rate or amount. The Bonds of this series are issued only
as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attomey duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the smue
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of
the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the
issuance of this Bond in order to make it a valid and binding general obligation of the City in:
accordance with its terms, have been done, do exist, have happened and have been performed as so
required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed
any constitutional or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
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IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City
Cotmcil, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated:
CITY OF HOPKINS, MINNESOTA
(Facsimile) (Facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BANKERS TRUST COMPANY
Des Moines, Iowa
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
TEN ENT -- as tenants
by entireties
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
under Uniform Gifts or
Transfers to Minors
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
Act ............
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medalhon Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Secm'ities Exchange Act of
1934, as amended.
The Bond 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
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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.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
3.02. The City Manager is authorized and directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The Bonds are payable from the Refunding Bonds of 2001 Debt Service
Fund (Debt Service Fund) hereby created. The City shall maintain in the Debt Service
Account a "PIR Account" (PIR Account), a "Recreational Facilities Account" (Recreational
Facilities Account) and a "Storm Sewer Account" (Storm Sewer Account). The proceeds of
ad valorem taxes hereinafter levied with respect to the Recreational Facilities Refunding
Bonds (Recreational Facilities Taxes), special assessments (Assessments) and taxes (PIP,
Taxes) levied with respect to the PIR Refunding Bonds, and net revenues of the storm sewer
system, together with all other ad valorem taxes levied hereunder, .are hereby pledged to the
various accounts of the Debt Service Fund in accordance with this section.
There is appropriated to the Recreational Facilities Account of the Debt Service
Fund 34.94% of(i) any amount over the minimum purchase price paid by the Purchaser and
(ii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds.
There is appropriated to the PIR Acconnt of the Debt Service Fund 21.95% of (iii) any
amount of the minirnmn purchase price paid by the Purchaser, and (iv) the accrued interest
paid by the Purchaser upon closing and delivery of the Bonds. There is appropriated to the
Storm Sewer Account of the Debt Service Fund 43.11% of (v) any amount of the minimum
purchase price paid by the Purchaser, and (vi) the accrued interest paid by the Purchaser
upon closing and delivery of the Bonds.
If the balance in any account established in the Debt Service Fund is at any time
insufficient to pay all interest and principal then due on all Bonds payable therefrom the
Council covenants and agrees that it will each year levy an amount sufficient to take care of
any accumulated or anticipated deficiency, which levy is not subject to any limitation as to
rate or amount.
(b) The City Finance Director shall timely deposit in the Recreational Facilities
Account the proceeds of Recreational Facilities Taxes hereinafter levied in accordance with
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Section 4.02. If any payment of principal or interest on the Recreational Facilities
Refunding Bonds portion of the Bonds shall become due when there is not sufficient money
in the Recreational Facilities Account of 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 om of the proceeds of Taxes when
collected.
(c) The City Finance Director shall timely deposit in the PIR Account any
Assessments levied for the improvements financed by the PIR Refunded Bonds and the
proceeds any PIR Taxes levied in accordance with Section 4.03. If any payment of principal
or interest on the PIR Refunding Bonds portion of the Bonds shall become due when there is
not sufficient money in the PIR Account of 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
Assessments and PIR Taxes when collected.
(d) The City shall continue to operate its Storm Sever Fund to which shall be
credited all gross revenues of the storm sewer system and out of which shall be paid all
normal and reasonable expenses of current operations of the storm sewer system. Any
balance therein shall be deemed net revenues and shall be transferred to the Storm Sewer
Account of the Debt Service Fund in the amount necessary to pay principal and interest
when due on the Storm Sewer Refunding Bonds portion of the Bonds. Such pledge of net
revenues is on a parity basis with any other obligations previously or subsequently issued
that are secured by net revenues of the storm sewer system. If any payment of principal or
interest on the Storm Sewer Refunding Bonds portion of the Bonds shall become due when
there is not sufficient money in the Storm Sewer Account of 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 net
revenues of the storm sewer system when collected.
4.02. For the purpose of paying the principal of and interest on the Recreational Facilities
Reftmding Bonds portion of the Bonds, there is hereby levied a direct annual irrepealable ad
valorem tax upon all of the taxable property in the City, which will be spread upon the tax rolls and
collected with and as part of other .general taxes of the City. Such tax will be credited to the
Recreational Facilities Account of the Debt Service Fund above provided and will be in the years
and amounts as follows (year stated being year of levy for collection the following year):
Year Levy_
(See Attachment A)
The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided
that the City Manager may annually, at the time the City makes its tax levies, certify to the Taxpayer
Services Division Manager of Hennepin County the amount available in the Debt Service Fund to
pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager
will thereupon reduce the levy collectible during such year by the amount so certified.
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4.03. For the purpose of paying the principal of and interest on the PIR Refunding Bonds
portion of the Bonds, there is hereby levied a direct annual irrepealable ad valorem tax upon all of
the taxable property in the City, which will be spread upon the tax rolls and collected with and as
part of other general taxes of the City. Such tax will be credited to the PIR Account of the Debt
Service Fund above provided and will be in the years and mounts as follows (year stated being
year of levy for collection the following year):
Year Lew
(See Attachment A)
The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided
that the City Manager may annually, at the time the City makes its tax levies, certify to the Taxpayer
Services Division Manager of Hermepin County the amount available in the Debt Service Fmad 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.
4.04. The City determines that the estimated collection of net revenues of the storm sewer
system for payment of the principal and interest on the Storm Sewer Refunding Bonds portion of
the Bonds will produce at least five percent in excess of the amount needed to meet when due the
principal and interest payments on such portion of the Bonds, and that no tax levy in needed at this
time with respect to such portion of the Bonds.
4.05. The City Manager is directed to file a certified copy of this resolution with the
Taxpayer Services Division Manager of Hennepin County and to obtain the certificate required by
Section 475.63 of the Act.
4.06. It is hereby determined that upon the receipt of proceeds of the Bonds (Proceeds) for
payment of the Refunded Bonds that an irrevocable appropriation to the debt service funds for the
Refunded Bonds in the amount of such Proceeds, together with other funds of the Issuer in the
muount necessary (when added to the Proceeds) to prepay all the principal of and interest on the
Refunded Bonds, will have been made within the meaning of Section 475.61, Subdivision 3 of the
Act and the City Manager is hereby authorized and directed to certify such fact to and request the
Taxpayer Services Division Manager to cancel any and all tax levies made by the resolutions
authorizing and approving the Refunded Bonds.
4.07. The pledges and covenants of the City made by the resolution awarding the sale of the
Storm Sewer Refunded Bonds relating to the operation and financial management of the stonu
sewer system are restated and confirmed in all respects. The provisions of such prior resolution are
hereby supplemented to the extent necessary to give full effect to the provisions of this resolution.
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Section 5.
Refunding; Findings; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the Recreational Facilities Refunded Bonds of which
$1,300,000 in principal amount is callable on February 1, 2002; the PIP, Refunded Bonds of which
$810,000 in principal amount is callable on February 1, 2002, and the Storm Sewer Refunded
Bonds of which $1,605,000 in principal amount is callable on February 1, 2002. It is hereby found
and determined that based upon information presently available fi:om the City's financial advisers,
the issuance of the Bonds is consistent with covenants made with the holders thereof and is
necessary and desirable for the reduction of debt service cost to the municipality.
5.02. It is hereby found and determined that the Proceeds together with other fimds of the
Issuer irrevocably appropriated hereunder will be sufficient to prepay all of the principal of, interest
on and redemption premium (if any) on the Refunded Bonds.
5.03. The Refunded Bonds maturing on February 1, 2003 and thereafter will be redeemed
and prepaid on February 1, 2002. The Refunded Bonds will be redeemed and prepaid in accordance
with their terms and in accordance with the terms and conditions set forth in the forms of Notices of
Call for Redemption attached hereto as Attachments B, C, AND D which terms and conditions are
hereby approved and incorporated herein by reference. The City is hereby authorized and directed
to forthwith publish the Notices of Call for Redemption in a publication qualified under Section
475.54 of Minnesota Statutes and to send written notices of call to the paying agent for the
Refunded Bonds, provided that published notice alone will be effective.
5.04. 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.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of
the City relating to the Bonds and to the financial condition and affairs of the City, and such other
certificates, affidavits and transcripts as may be required to show the facts within their knowledge or
as shown by the books and records in their custody and under their control, relating to the validity
and marketability of the Bonds and such instruments, including any heretofore furnished, will be
deemed representations of the City as to the facts stated therein.
6.02. The Mayor, City Manager and Finance Director are hereby authorized and directed
to certify that they have examined the Official Statement prepared and circulated in connection with
the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
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Section 7. Tax Covenant.
7.01. 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 affinuative 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.
7.02. (a) 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, mhd the
rebate of excess investment earnings to the United States.
7.03. 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. In order to qualify the Bonds as "qualified tax-exempt obligations" wiflfin the
meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and
representations:
(a)
Code;
the Bonds are not "private activity bonds" as defined in Section 141 of the
Co) the City hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265Co)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2001 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2001 have been designated for purposes of Section 265Co)(3) of the Code.
7.05. 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. 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 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
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Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York,
New York, and its successors and assigns (DTC). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Bond Registrar in the
name of Cede & Co., as nominee of DTC.
8.02. With respect to Bonds registered in the registration books kept by the Bond Registrar
in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Paying Agent
will have no responsibility or obligation to any broker dealers, banks and other financial institutions
fi'om time to time for which DTC holds Bonds as securities depository (Participants) or to any other
person on behalf of which a Participant holds an interest in the Bonds, including but not lhrfited to
any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co.
or any Participant w/th respect to any ownership interest in the Bonds, (ii) the delivery to any
Participant or any other person (other than a registered owner of Bonds, as shown by the registration
books kept by the Bond Registrar), of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to any Participant or any other person, other than a registered owner
of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The
City, the Bond Registrar and the Paying Agent may treat and consider the person in whose name
each Bond is registered in the registration books kept by the Bond Registrar as the holder and
absolute owner of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all
other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the
Bonds only to or on the order of the respective registered owners, as shown in the registration books
kept by the Bond Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or interest
on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated
Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a
written notice to the effect that DTC has determined to substitute a new nominee in place of Cede &
Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a
notice, the City Manager will promptly deliver a copy of the same to the Bond Registrar and Paying
Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (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 Bond Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation letter with
respect to the Bond Registrar and Paying Agent, respectively, to be complied with at all times.
8 04. Transfers Outside Book-Entry System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the City
and discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Bond Registrar will
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authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements as set forth in the Representation Letter.
Section 9. Continuing Disclosure.
9.01. The City hereby covenants and agrees that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this
Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not 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.
9.02. "Continuing Disclosure Certificate" means that certain Contimfing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of
the Bonds, as originally executed and as it may be amended from time to time in accordance with
the terms thereof.
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Passed and adopted this ~7~day o£ :oo~.
CITY OF HOPKINS, MINNESOTA
Mayo~/ /~:~
City Manager
Attest:
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The motion for the adoption of the foregoing resolution was duly seconded by Member
Johnson, and upon vote being taken thereon, the following voted in favor thereof: Maxwell,
Brausen, Hesch, Jensen and Johnson
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
)
COUNTY OF HENNEPIN ) SS.
)
CITY OF HOPKINS )
I, the undersigned, being the duly qualified and acting City Manager of the City of Hopkins,
Hennepin County, Minnesota, 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
7, 2001 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 $3,735,000 General Obligation
Refunding Bonds of 2001 of the City.
WITNESS My hand officially as such City Manager and the corporate seal of the City this
__. day of ,2001.
(SE L)
City Manager
Hopkins, Minnesota
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ATTACHMENT A
TAX LEVY
Recreational Facilities Taxes
AMOUNT
2001
2002
2003
2004
2005
2006
$59,415
56,579
55,109
51,889
50,425
47,115
2001
2002
2003
2004
2005
2006
2007
2008
2009
PIR Taxes
AMOUNT
$220,234
208,152
197,862
192,980
177,434
172,410
161,755
151,140
119,716
Total Levy_
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2001
2002
2003
2004
2005
2006
2007
2008
2009
.AMOUNT
$279,649
264,731
252,971
244,869
227,859
219,525
161,755
151,140
119,716
ATTACHMENT B
NOTICE OF CALL FOR REDEMPTION
$2,065,000
GENERAL OBLIGATION PARK AND RECREATIONAL FACILITIES
REFUNDING BONDS, SERIES 1993D
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins,
He~mepin County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1, 2002
all outstanding bonds of the City designated as General Obligation Park and Recreational Facihties
Refunding Bonds, Series 1883D, dated October 15, 1993, having stated maturity dates of February
1 in the years 2003 through 2011, both inclusive, totaling $1,300,000 in principal amount, and with
the following CUSIP numbers:
Year Amount CUSIP
2003 $155,000 439866MS0
2004 150,000 439866MW1
2005 150,000 439866MZ4
2006 150,000 439866NC4
2007 145,000 439866NF7
2008 145,000 439866NJ9
2009 140,000 439866NM2
2010 135,000 439866NQ3
2011 130,000 439866NS9
The bonds are being called at a price of par plus accrued interest to February 1, 2002, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at Bankers Trust Company, in the City
of Des Moines, Iowa, on or before February 1, 2002, at the following address:
Bankers Trust Company
Attention: Corporate Trust Operations
665 Locust Street
Des Moines, Iowa 50309
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In compliance with the Interest and Dividend Compliance Act of 1983 and Broker
Reporting Requirements, the redeeming institution is required to withhold a specified percentage of
the principal mount of your holdings redeemed unless they are provided with your social security
number or federal employer identification number, properly certified. This Compliance should be
fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial
Institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the con'ectness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: November 7, 2001.
BY ORDER OF THE CITY COUNCIL
By /s/ Steve Mielke
City Manager
City of Hopkins, Minnesota
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ATTACHMENT C
NOTICE OF CALL FOR REDEMPTION
$2,000,000
PERMANENT IMPROVEMENT REVOLVING FUND
BONDS OF 1992
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins,
Hermepin County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1, 2002
all outstanding bonds of the City designated as Permanent Improvement Revolving Fund Bonds of
1992, dated August 1, 1992, having stated maturity dates of February 1 in the years 2003 through
2008, both inclusive, totaling $810,000 in principal amount, and with the following CUSIP
munbers:
Year
2003
2004
2005
2006
2007
2008
Amount
$135.000
135.000
135.000
135.000
135.000
135.000
CUSIP
439866KY9
439866KZ6
439866 LA0
439866 LB8
439866 LC6
439866 LD4
The bonds are being called at a price of par plus accrued interest to February 1, 2002, on
wlfich date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at Bankers Trust Company, ha the City
of Des Moines, Iowa, on or before February 1, 2002, at the following address:
Bankers Trust Company
Attention: Corporate Trust Operations
665 Locust Street
Des Moines, Iowa 50309
In compliance with the Interest and Dividend Compliance Act of 1983 and Broker
Reporting Requirements, the redeeming institution is required to withhold a specified percentage of
the principal amount of your holdings redeemed unless they are provided with your social security
nmnber or federal employer identification number, properlY certified. This Compliance should be
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fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial
h~stitution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: November 7, 2001.
BY ORDER OF THE CITY COUNCIL
By /s/ Steve Mielke
City Manager
City of Hopkins, Minnesota
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ATTACHMENT D
NOTICE OF CALL FOR REDEMPTION
$2,445,000
GENERAL OBLIGATION STORM SEWER REVENUE
REFUNDING BONDS, SERIES 1993B
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins,
Hermepin County, Mim~esota, there have been called for redemption and prepayment on
FEBRUARY 1, 2002
all outstanding bonds of the City designated as General Obligation Storm Sewer Revenue
Refimding Bonds, Series 1993B, dated October 15, 1993, having stated maturity dates of February
t in the years 2003 tlxrough 2010, both inclusive, totaling $1,605,000 in principal amount, and with
the following CUSIP numbers:
Year Amount CUSIP
2003 $165,000 439866MU5
2004 180,000 439866MY7
2005 t85,000 439866NB6
2006 190,000 439866NE0
2007 205,000 439866NH3
2008 215,000 439866NL4
2009 225,000 439866NP5
2010 240,000 439866NR1
The bonds are being called at a price of par plus accrued interest to February 1, 2002, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at Bankers Trust Company, ha the City
of Des Moines, Iowa, on or before February 1, 2002, at the following address:
Bankers Trust Company
Attention: Corporate Trust Operations
665 Locust Street
Des Moines, Iowa 50309
h~ compliance with the h~terest and Dividend Compliance Act of 1983 and Broker
Reporting Requirements, the redeeming institution is required to wifl~hold a specified percentage of
the principal mnount of your holdings redeemed unless they are provided with your social security
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number or federal employer identification number, properly certified. This Compliance should be
fulfilled through the submitting of a W-9 Form which may be obtained at a Bank or other Financial
Institution.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Dated: November 7, 2001.
BY ORDER OF THE CITY COUNCIL
By /s/ Steve Mielke
City Manager
City of Hopkins, Minnesota
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STATE OF MINNESOTA
COUNTY OF HENNEPIN
TAXPAYER SERVICES DIVISION MANAGER'S
CERTIFICATE AS TO
TAX LEVY AND
REGISTRATION
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Mim~esota,
hereby certify that a certified copy of a resolution adopted by the governing body of Hopkins,
Minnesota, on November 7, 2001, levying taxes for the payment of $3,735,000 General Obligation
Refunding Bonds of 2001, of said municipality dated December 1, 2001, has been filed in my office
and said bonds have been entered on the register of obligations in my office and that such tax has
been levied as required by law.
WITNESS My hand and official seal this __ day of ,2001.
(SE tt3
Taxpayer Services Division Manager
Hennepin County, Minnesota
By
Deputy
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Extract of Minutes of Meeting
of the City Council of the City of
Hopkins, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Hopkins, Minnesota, was duly held in the City Hall in said City on Wednesday, November 7, 2001,
commencing at 7:30 o'clock P.M.
The following members were present: Mayor Maxwell, Councihuembers Brausen, Hesch,
Jensen and Jolmson
and the following were absent: None
The Mayor announced that the next order of business was consideration of the proposals
wlzich had been received for the purchase of the City's $3,735,000 General Obligation Reftmding
Bonds of 2001.
The City Clerk presented a tabulation of the proposals which had been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals were as follows:
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After due consideration of the proposals, Member Hesch then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
In accordance with the official Terms of Proposal the following adjustments were made:
Principal Amount: Reduced to $3,735,000
Maturities: 2007, 2008, 2010 and 2011 maturities reduced $5,000 each
Mhfirnum Purchase Price: $3,732,470
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