2005-092
e
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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 Tuesday, September 20, 2005,
commencing at 7:30 o'clock P.M.
The following members were present:
Gene Maxwell, Rick Brausen, Diane Johnson, Bruce Rowan, Jay Thompson
and the following were absent:
None
* * *
***
***
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's approximately $1,640,000 General
Obligation Tax Increment Refunding Bonds, Series 2005A.
The City Manager 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 set forth in Exhibit
A attached.
After due consideration of the proposals, Member Johnson 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:
Decreased to $1,630,000
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Maturities:
2010 maturity decreased to $195,000
2014 maturity decreased to $95,000
Minimum Purchase Price:
Decreased to $1,613,700
RESOLUTION NO. 2005-092
A RESOLUTION AWARDING THE SALE OF $1,630,000 GENERAL
OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2005A;
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. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475 (the "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 permits 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 $1,640,000 General Obligation Tax Increment Refunding Bonds, Series
2005A (the "Bonds") to refund certain outstanding general obligations ofthe City;
(d) the outstanding bonds to be refunded consist of the $500,000 General
Obligation Tax Increment Bonds, Series 1996C, dated October 1, 1996 (the "Series
1996C Bonds"), of which $500,000 in principal amount is currently outstanding and are
callable on February 1, 2006; and the $2,240,000 General Obligation Tax Increment
Bonds, Series 1997 A, dated January 1, 1997 (the "Series 1997 A Bonds"), of which
$1,110,000 in principal amount is currently outstanding and is callable on February 1,
2006. The Series 1996C Bonds and the Series 1997 A Bonds are referred to collectively
as the "Refunded Bonds".
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(e) the Series 1996C Bonds are secured primarily by tax increments ("Tax
Increments") from Tax Increment Financing District No. 2-9 ("TIF District No. 2-9");
and the Series 1997 A Bonds are secured primarily by Tax Increments form Tax
Increment Financing District No. 2-1 ("TIP District No.2-I").
(f) the Mayor and City Manager are authorized and directed to execute a Tax
Increment Pledge Agreement (the "Pledge Agreement") between the City and the
Housing and Redevelopment Authority in and for the City of Hopkins (the "Authority")
in substantially the form on file in City Hall, pursuant to which the Authority pledges Tax
Increments from TIP District No. 2-9 and TIP 2-1, respectively, to pay principal and
interest on the respective portions of the Bonds allocated to refunding of the Series
1996C Bonds and the Series 1997 A Bonds.
1.02. The proposal of Wells Fargo Brokerage Services, LLC (the "Purchaser") to purchase
$1,630,000 General Obligation Tax Increment Refunding Bonds, Series 2005A (the "Bonds") of the
City described in the Terms of Proposal thereof is determined to be a reasonable offer and is
accepted, the proposal being to purchase the Bonds at a price of$1,628,353.71 plus accrued interest
to date of delivery, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2007 3.00% 2012 3.50%
2008 3.00% 2013 3.50%
2009 3.25% 2014 3.75%
2010 3.25% 2015 3.75%
2011 3.50% 2016 3.75%
True interest cost: 3.5158%
1.03. The City Finance Director is directed to retain the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful
proposers forthwith. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 475 (the "Act") in the total principal amount of $1,630,000, originally dated November 3,
2005, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1,
upward, bearing interest as above set forth, and which mature serially on February 1 in the years and
amounts as follows:
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. Year Amount Year Amount
2007 $165,000 2012 $295,000
2008 $180,000 2013 $95,000
2009 $190,000 2014 $95,000
2010 $195,000 2015 $100,000
2011 $205,000 2016 $110,000
$505,000 of the Bonds (the "TIF 2-9 Refunding Bonds") maturing in the amounts and on
the dates set forth below are being issued to refund certain maturities of the Series 1996C Bonds:
Year Amount
2009 $5,000
2010 $5,000
2011 $5,000
2012 $90,000
2013 $95,000
2014 $95,000
2015 $100,000
2016 $110,000
$1,125,000 of the Bonds (the "TIF 2-1 Refunding Bonds") maturing in the amounts and on
the dates set forth below are being issued to refund certain maturities of the 1997 A Bonds:
Year Amount
2007 $165,000
2008 $180,000
2009 $185,000
2010 $190,000
2011 $200,000
2012 $205,000
1.05. The City may elect on February 1, 2011, and on any day thereafter to prepay
Bonds due on or after February 1, 2012. Redemption may be in whole or in part and ifin part, at
the option of the City and in such manner as the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notify Depository Trust Company (DTC) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
1.06. Term Bonds, To be completed if Term Bonds are requested by the Purchaser.
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Section 2.
Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check
or draft issued by the Registrar described herein.
2.02. Dates: Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds
is payable on February 1 and August 1 of each year, commencing August 1, 2006, to the registered
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, tran~fer
agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the name of the designated transferee or transferees, one or more new Bonds of a
like aggregate principal amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after the fifteenth day of the
month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the owner's
attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
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genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account
of, the principal of and interest on the Bond and for all other purposes, and payments so
made to a registered owner or upon the owner's order will be valid and effectual to satisfy
and discharge the liability upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or 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 substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar
of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the
ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City
and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be
cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to
payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided
that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Ap?ointment 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
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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 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 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
purpose or entitled to any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on different Bonds need not be signed
by the same representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the Bonds have
been so prepared, executed and authenticated, the City Manager will deliver the same to the
Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore
made and executed, and. the Purchaser is not obligated to see to the application of the purchase
pnce.
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
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:
No.R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
$
GENERAL OBLIGATION TAX INCREMENT
REFUNDING BOND, SERIES 2005A
Rate
Maturitv
Date of
Original Issue
CUSIP
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February 1,20_
November 3, 2005
Registered Owner: Cede & Co.
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value
received promises to pay to the Registered Owner specified above or registered assigns, the
principal sum of $1,630,000 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, 2006, 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 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 ofthe City have been and are hereby irrevocably pledged.
The City may elect on February 1,2011, and on any day thereafter to prepay Bonds due
on or after February 1, 2012. Redemption may be in whole or in part and ifin part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify Depository Trost Company (DTC) of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
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.
This Bond is one of an issue in the aggregate principal amount of $1,630,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pursuant to a resolution adopted by the City Council on September 20, 2005
(the "Resolution"), for the purpose of providing money to refund the outstanding principal amount
of certain general obligations of the City, 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, Sections 475.67 and the principal hereof and interest hereon are payable from tax
increments resulting from increases in taxable value of real property in certain tax increment
financing districts in the City, as set forth in the Resolution to which reference is made for a full
statement of rights and powers thereby conferred. The full faith and credit of the City are
irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy ad
valorem taxes on all taxable property in the City in the event of any deficiency in tax increments
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pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this
series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple
thereof of single maturities.
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 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 Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of
other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or
Bonds to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer or exchange.
The City and the 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 Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTlFIED, 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, statutory or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Manager and has caused this Bond to be dated as ofthe date set forth below.
Dated:
CITY OF HOPKINS, MINNESOTA
(Facsimile)
City Manager
(Facsimile)
Mayor
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CERTIFICATE OF AUTHENTICATION
This is one ofthe 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
ill common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
IT 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.
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:
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NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ill #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.
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Section 4.
Payment: Security: Pledges and Covenants.
4.01. (a) The Bonds are payable from the Refunding Bonds, Series 2005A Debt
Service Fund (the "Debt Service Fund") hereby created. The City will maintain a "TIP 2-9
Refunding Account" (the "TIP 2-9 Account"), and a "TIP 2-1 Refunding Account" (the ''TIP 2-1
Account") in the Debt Service Fund. All Tax Increments received from the Authority pursuant to
the Pledge Agreement described in Section 1.01 will be deposited in the TIP 2-9 Refunding
Account and the TIP 2-1 Refunding Account, respectively. Amounts in the TIP 2-9 Account are
irrevocably pledged to the TIP 2-9 Refunding Bonds portion of the Bonds, and amounts in the TIP
2-1 Account are irrevocably pledged to the TIP 2-1 Refunding Bonds portion of the Bonds.
(b) There is appropriated to the TIP 2-9 Account of the Debt Service Fund $40.99 of
proceeds of the TIP 2-9 Refunding Bonds portion of the Bonds in excess of the amounts needed to
redeem the Series 1996C Bonds and pay allocated costs of issuance. There is appropriated to the
TIP 2-1 Account of the Debt Service Fund $3,739.80 of proceeds of the TIP 2-1 Refunding Bonds
portion of the Bonds in excess of the amounts needed to redeem the Series 1997 A Bonds and pay
allocated costs of issuance.
(c) If the balance in either account established in the Debt Service Fund is at any time
insufficient to pay all interest and principal then due on the respective portion of the 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.
4.02. It is determined that the estimated collection of Tax Increments for payment of
principal and interest on the Bonds will produce at least five percent in excess ofthe amount needed
to meet, when due, the principal and interest payments on the Bonds and that no tax levy is needed
at this time.
4.03. The City Clerk is authorized and 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 Minnesota Statutes, Section 475.63.
4.04. It is hereby determined that upon the receipt of proceeds of the Bonds (the
"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 amount necessary (when added to the Proceeds) to prepay all the principal of,
interest on, and redemption premium (if any) for 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.
Section 5.
Refunding: Findings: Redemption of Refunded Bonds.
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5.01. The Reftmded Bonds are: the General Obligation Tax Increment Bonds,
Series 1996C of which $500,000 in principal amount is callable on February 1, 2006; and the
General Obligation Tax Increment Bonds, Series 1997 A, of which $1,110,000 in principal amount
is callable on February 1, 2006. It is hereby found and determined that based upon information
presently available from 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 ftmds 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 Reftmded Bonds.
5.03. The Reftmded Bonds maturing on February 1, 2007 and February 1, 2012,
respectively, and thereafter will be redeemed and prepaid on February 1, 2006. The Reftmded
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 Notice of Call for Redemption attached hereto as
Exhibits B and C which terms and conditions are hereby approved and incorporated herein by
reference. The respective registrar for each of the Reftmded Bonds is hereby authorized and
directed to forthwith publish the respective Notice of Call for Redemption in a publication qualified
under Section 475.54 of Minnesota Statutes (to the extent required by law) and to send written
notices of call to the paying agent for the Reftmded Bonds.
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.
6.03. The City authorizes the Purchaser to forward the amount of Bond proceeds
allocable to the payment of issuance expenses (other than amounts payable to Kennedy &
Graven, Chartered as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the
closing date for further distribution as directed by the City's financial adviser, Ehlers &
Associates, Inc.
Section 7.
Tax Covenant.
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7.01. The City covenants and agn~es with the holders from time to time of the Bonds that
it will not take or pennit 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.
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,
and the rebate of excess investment earnings to the United States, if the Bonds (together with
other obligations reasonably expected to be issued in calendar year 2005) exceed the small-issuer
exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate
entities of the City) during the calendar year in which the Bonds are issued and outstanding at
one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section
148(f)(4)(D) of the Code.
Furthermore:
(i) each of the Refunded Bonds was issued as part of an issue which was
treated as meeting the rebate requirements by reason of the exception for
governmental units issuing $5,000,000 or less of bonds;
(ii) the average maturity of the Bonds does not exceed the remaining average
maturity of the Refunded Bonds; and
(iii) no maturity of the Bonds has a maturity date which is later than the date
which is 30 years after the date the original bonds (refunded by the
Refunded Bonds) were issued.
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 ofthe Code.
7.04. In order to qualify the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b )(3) of the Code, the City makes the following factual statements and
representations:
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(a) the Bonds are not "private activity bonds" as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2005 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2005 have been designated for purposes of Section 265(b )(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 Svstem~ Limited Obligation ofCitv.
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
Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, N~w 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 ofDTC.
8.02. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions
from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any
other person on behalf of which a Participant holds an interest in the Bonds, including but not
limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery
to any Participant or any other person (other than a registered owner of Bonds, as shown by the
registration books kept by the Registrar), of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the payment to any Participant or any other person, other than a
registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest
on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in
whose name each Bond is registered in the registration books kept by the Registrar as the holder and
absolute owner of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all
other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the
Bonds only to or on the order of the respective registered owners, as shown in the registration books
kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
the City's obligations with respect to payment of principal of, premium, if any, or interest on the
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Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds,
as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing
the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to
the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words
"Cede & Co.," will refer to such new nominee of DTC; and upon receipt of such a notice, the City
Manager will promptly deliver a copy ofthe same to the Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern
payment of principal of, premium, if any, and interest on the Bonds and notices with respect to
the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to
the Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied
with at all times.
8 04. Transfers Outside Book-Entry Svstem. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests in
the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Bond certificates. In such event the
City will issue, transfer and exchange Bond certificates as requested by DTC and any other
registered owners in accordance with the provisions of this Resolution. DTC may determine to
discontinue providing its services with respect to the Bonds at any time by giving notice to the City
and discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
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 Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery
of the Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
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Section 10. Defeasance.
10.01. When all Bonds (or respective portions thereof) 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 (or respective portions thereof) 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.)
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(
Passed and adopted this 20th day of September, 2005.
CITY OF HOPKINS, MINNESOTA
Gene Maxwell
Mayor
Richard Getschow
City Manager
Attest:
Terry Obermaier
City Clerk
.
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j.
The motion for the adoption of the foregoing resolution was duly seconded by Member
Rowan, and upon vote being taken thereon, the following voted in favor thereof:
Maxwell, Brausen, Johnson, Rowan, Thompson
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 Clerk 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 September
20, 2005 with the original minutes on file in my office and the extract is a full, true and correct copy
ofthe minutes insofar as they relate to the issuance and sale of $ 1,630, OOOGeneral Obligation Tax
Increment Refunding Bonds, Series 2005A of the City.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
20th day of September ,2005.
~~44J;7a/;~)
City Clerk
Hopkins, mnesota
(SEAL)
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.. ,. '/..
BID TABULATION
$1,640,000. General Obligation Tax Increment Refunding Bonds, Series 2005A
CITY OF HOPKINS, MINNESOTA
SALE: September 20, 2005
RATING: Standard & Poor's Credit Markets" AA-"
AWARD: WELLS FARGO BROKERAGE SERVICES, LLC
NAME OF BIDDER
MATURITY
(February 1)
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
WELLS FARGO BROKERAGE SERVICES, LLC
Minneapolis, Minnesota
UeNK, NA
s City, Missouri
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
RATE REOFFERING
YIELD
3.000%
3.000%
3.250%
3.250%
3.500%
3.500%
3.500%
3.750%
3.750%
3.750%
3.000%
3.100%
3.200%
3.250%
3.300%
3.400%
3.500%
3.600%
3.700%
3.800%
3.050%
3.050%
3.500%
3.500%
3.500%
3.500%
4.000%
4.000%
4.000%
4,000%
2.900%
2.950%
3.050%
3.150%
3.250%
3.350%
3.500%
3.550%
3.650%
3.750%
PRICE
NET
INTEREST
COST
BBI: 4.30%
TRUE
INTEREST
RATE
$1,638,360.00 $301,575.56 3.5161 %
$1,627,208.00 $307,695.56 3.6042%
$1,642,557.55 $311,976.56 3.6286%
*Subsequent to bid opening the issue size was decreased to $1,630,000 with the 2010 maturity decreased $5,000 to $195,OOO,and the
2014 maturity decreased $5,000 to $95,000 in maturity value.
e
& ASSOCIATES INC
Adll' d Price - $1,628,353.71
A Net Interest Cost - $299,346.29
Ad TIC - 3.5158%
EHLERS
3060 Centre Pointe Drive, Roseville, MN 55113
651.697.8500 fax 651.697,8555 www,ehlers-inc,com
Offices in Roseville, MN Brookfield. WI and Lisle, IL
$1,640,000 General Obligation Tax Increment Refunding Bonds, Series 2005A
City of Hopkin , Minnesota
~ ~ i<
...
Page 2
--
NAME OF BIDDER
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
MATURITY RATE REOFFERING
(February 1) YIELD
NORTH AMERICAN CAPITAL MARKETS
Minneapolis, Minnesota
BERNARDI SECURITIES, INC.
Chicago, Illinois
DOUGHERTY & COMPANY LLC
Minneapolis, Minnesota
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
3.450%
3.450%
3.450%
3.450%
3.450%
3.450%
3.600%
3.650%
3.700%
3.750%
$1,623,600.00 $319,951.17 3.7583%
,r
".>-
EXHIDIT B
NOTICE OF CALL FOR REDEMPTION
$500,000
GENERAL OBLIGATION TAX INCREMENT
BO~S,SERIES1996C
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GWEN that, by order of the City Council of the City of Hopkins,
Hennepin County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1,2006
all outstanding bonds of the City designated as General Obligation Tax fucrement Bonds, Series
1996C, dated October 1, 1996, having stated maturity dates of February 1 in the years 2012 through
12016, both inc1usive~ totaling $500,000 in principal amount, and with the following CUSIP
numbers:
Year of Maturity Amount CUSIP
2012 $85,000
2013 95,000
2014 100,000
2015 105,000
2016 115,000
The bonds are being called at a price of par plus accrued interest to February 1, 2006, 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 the office of Bankers Trust
Company, Des Moines, Iowa, on or before February 1, 2006.
hnportant Notice: fu compliance with the Economic Growth and Tax Relief Reconciliation
Act of2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other
financial institution.
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.
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-c
Dated: September 20, 2005.
BY ORDER OF THE CITY COUNCIL
By: /s/ Terrv Obermaier
City Clerk
City of Hopkins, Minnesota
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-~
ATTACHMENT C
NOTICE OF CALL FOR REDEMPTION
$2,240,000
GENERAL OBLIGATION TAX INCREMENT
BO~S,SERIES1997A
CITY OF HOPKINS
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins,
Hennepin County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1,2006
all outstanding bonds of the City designated as General Obligation Tax Increment Bonds,
Series 1997A, dated January 1, 1997, having stated maturity dates of February 1 in the years 2007
through 2012, both inclusive, totaling $1,110,000 in principal amount, and with the following
CUSIP numbers:
Year of Maturitv Amount CUSIP
2007 $160,000
2008 170,000
2009 180,000
2010 190,000
2011 200,000
2012 210,000
The bonds are being called at a price of par plus accrued interest to February 1,2006, 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 the office of Bankers Trust
Company, Des Moines, Iowa, on or before February 1, 2006.
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W -9 Form, which may be obtained at a bank or other
financial institution.
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.
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'l
Dated: September 20,2005.
BY ORDER OF THE CITY COUNCIL
By: /s/ Terry Obermaier
City Clerk
City of Hopkins, Minnesota
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