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Dec 8 Special Meeting PKT
HOPKINS CITY COUNCIL SPECIAL MEETING AGENDA Tuesday, December 8, 2020 6:30 pm THIS AGENDA IS SUBJECT TO CHANGE UNTIL THE START OF THE CITY COUNCIL MEETING Schedule City Council Work Session immediately following adjournment I. CALL TO ORDER II. ADOPT AGENDA III. PRESENTATIONS IV. CONSENT AGENDA V. PUBLIC HEARING VI. OLD BUSINESS VII. NEW BUSINESS 1. Award the Sale of $4,385,000 General Obligation Refunding Bonds, Series 2020B; Bishop VIII. ANNOUNCEMENTS Next Regular City Council Meeting: Tuesday, December 15 at 7:00 p.m. IX. ADJOURN DUE TO THE COVID-19 HEALTH PANDEMIC, THE CITY COUNCIL’S REGULAR MEETING PLACE IS NOT AVAILABLE TO THE PUBLIC. MEMBERS OF THE PUBLIC WHO DESIRE TO MONITOR THE MEETING REMOTELY OR GIVE INPUT OR TESTIMONY DURING THE MEETING CAN FIND INSTRUCTIONS AT www.hopkinsmn.com/virtualmeetings OR BY CALLING CITY HALL AT 952-548-6302 (DURING NORMAL BUSINESS HOURS 8 AM TO 4:30 PM.) December 8, 2020 Council Report 2020-100 AWARD THE SALE OF $4,385,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020B Proposed Action Staff recommends approval of the following motion: Adopt Resolution No. 2020-065 Awarding the Sale of General Obligation Refunding Bonds, Series 2020B, in the Original Aggregate Principal Amount of $4,385,000; Fixing Their Form and Specifications; Directing Their Execution and Delivery; Providing for Their Payment; and Providing for the Redemption of Bonds Refunded Thereby. With this motion the sale of the bonds will be awarded based on the recommendation of Ehlers and Associates, Inc., financial advisor for this issuance. The 2012B and 2013A General Obligation Bonds will be called and prepaid. Overview The City previously issued 2012B and 2013A GO Bonds that funded street improvements, water system improvements, sewer system improvements, storm sewer improvements and equipment purchases (2012B only). The debt is being paid from taxes, special assessments and enterprise fund revenue. The refunding is expected to generate a net present value savings of $150,820. The bonds are being issued with a eight and nine year payment terms, the same as existing terms for the 2012B and 2013A bonds. The payments will continue to come from enterprise revenues, special assessments and property taxes. On November 9, 2020 Standard & Poor’s reaffirmed our AA+ bond rating with a stable outlook. The bids will be accepted until 10:00 am on December 8, 2020 at which time they will be reviewed and the recommendation incorporated into Resolution 2020-065. Primary Issues to Consider At this time, there do not appear to be any primary issues relating to the award of the bond sales. Any significant issues affecting the sale will not be known until after the closing of the bids on December 8, 2020. Supporting Information • Resolution No. 2020-065 • S&P Rating Report ______________________________ Nicholas Bishop, CPA Finance Director Financial Impact: $ 150,820 total savings____________ Budgeted: Y/N Yes _ Source: Enterprise Funds, Special Assessments, Taxes Related Documents: None 2 RESOLUTION NO. 2020-065 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2020B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $4,385,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY 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. Authority. (a) Pursuant to Minnesota Statutes, Chapters 429, 444, and 475, as amended, and Sections 410.32 and 412.301, as amended, the City issued its General Obligation Bonds, Series 2012B (the “Series 2012B Bonds”), dated September 13, 2012, in the original aggregate principal amount of $5,505,000, currently outstanding in the principal amount of $2,750,000 and subject to prior optional redemption on or after February 1, 2021. The proceeds of the Series 2012B Bonds were used to finance the acquisition of capital equipment (the “Equipment”) and the construction of assessable public improvements (the “2012 Assessable Improvements”) and improvements to the water, sanitary sewer, and storm sewer systems of the City (the “2012 Utility Improvements”). (b) Pursuant to Minnesota Statutes, Chapters 429, 444, and 475, as amended, the City issued its General Obligation Improvement Bonds, Series 2013A (the “Series 2013A Bonds”), dated April 25, 2013, in the original aggregate principal amount of $3,650,000, currently outstanding in the principal amount of $2,325,000 and subject to prior optional redemption on or after February 1, 2020. The proceeds of the Series 2013A Bonds were used to finance the construction of assessable public improvements (the “2013 Assessable Improvements”) and improvements to the water, sanitary sewer, and storm sewer systems of the City (the “2013 Utility Improvements”). (c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 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 costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (d) It is necessary and desirable for the reduction of debt service costs to the City that the City issue its General Obligation Refunding Bonds, Series 2020B (the “Bonds”), in the original aggregate principal amount of $4,385,000, pursuant to Minnesota Statutes, Chapters 429, 444, and 475, as amended, specifically Section 475.67, subdivision 3, and Minnesota Statutes, Sections 410.32 and 412.301, as amended (collectively, the “Act”), to redeem and prepay the outstanding principal amount of the Series 2012B Bonds on February 1, 2021 (the “Series 2012B 3 Bonds Redemption Date”) and to redeem and prepay the outstanding principal amount of the Series 2013A Bonds on January 11, 2021 (the “Series 2013A Bonds Redemption Date”). (e) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent municipal advisor in connection with such sale. The actions of the City staff and municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of ____________________ (the “Purchaser”) to purchase the Bonds is hereby determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $____________ (par amount of $4,385,000, [plus original issue premium of $_________,] [less original issue discount of $__________,] less underwriter’s discount of $___________), plus accrued interest, if any, to date of delivery, for Bonds bearing interest as follows. Year Interest Rate Year Interest Rate 2022 % 2026 % 2023 2027 2024 2028 2025 2029 True interest cost: ____________% 1.03. Purchase Contract. The sum of $___________, being the amount proposed by the Purchaser in excess of $4,332,380, shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the City’s Finance Director in consultation with the City’s municipal advisor. The good faith deposit of the Purchaser shall be retained and deposited until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, specifically Section 475.67, subdivision 3, in the total principal amount of $4,385,000, originally dated December 30, 2020, 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: Year Amount Year Amount 2022 $ 2026 $ 2023 2027 2024 2028 2025 2029 (a) $115,000 in principal amount of the Bonds (the “Series 2012B Equipment Refunding Bonds”), maturing on February 1, 2022, will be used to refinance the Equipment. (b) $1,605,000 in principal amount of the Bonds (the “Series 2012B Improvement Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, will be used to refinance the 2012 Assessable Improvements: 4 Year Amount Year Amount 2022 $ 2026 $ 2023 2027 2024 2028 2025 (c) $610,000 in principal amount of the Bonds (the “Series 2012B Utility Revenue Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, will be used to refinance the 2012 Utility Improvements: Year Amount Year Amount 2022 $ 2026 $ 2023 2027 2024 2028 2025 (d) $1,040,000 in principal amount of the Bonds (the “Series 2013A Improvement Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, will be used to refinance the 2013 Assessable Improvements: Year Amount Year Amount 2022 $ 2026 $ 2023 2027 2024 2028 2025 2029 (d) The remainder of the Bonds in the principal amount of $1,015,000 (the “Series 2013A Utility Revenue Refunding Bonds”), maturing in the amounts and on February 1 in the years set forth below, will be used to refinance the 2013 Utility Improvements: Year Amount Year Amount 2022 $ 2026 $ 2023 2027 2024 2028 2025 2029 1.05. Optional Redemption. The City may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 8 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. [TO BE COMPLETED IF TERM BONDS ARE REQUESTED: 1.06. Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 20__ and February 1, 20__ shall hereinafter be referred to 5 collectively as the “Term Bonds.” The principal amount of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years and in the principal amounts as follows:] Sinking Fund Installment Date February 1, 20__ Term Bond Principal Amount $ ____________________ * Maturity February 1, 20__ Term Bond Principal Amount $ ____________________ * Maturity 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, 2021, 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, transfer agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for 6 registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner ’s attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner ’s order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon 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 thirty (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 7 before each principal or interest due date, without further order of the City Council, the 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 price. Section 3. Form of Bond. 3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as EXHIBIT B. 3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Refunding Bonds, Series 2020B Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. The City will maintain the following accounts in the Debt Service Fund: the “Equipment Account,” the “Assessable Improvements Account,” and the “Utility Improvements Account.” Amounts in the Equipment Account are irrevocably pledged to the Series 2012B Equipment Refunding Bonds, amounts in the Assessable Improvements Account are irrevocably pledged to the Series 2012B Improvement Refunding Bonds and the Series 2013A Improvement Refunding Bonds, and amounts in the Utility Improvements Account are irrevocably pledged to the Series 2012B Utility Revenue Refunding Bonds and the Series 2013A Utility Revenue Refunding Bonds. (a) Equipment Account. Proceeds of the ad valorem taxes hereinafter levied for the payment of the Series 2012B Equipment Refunding Bonds are hereby pledged to the Equipment Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the Series 2012B Equipment Refunding Bonds. There is also appropriated to the Equipment Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 8 (b) Assessable Improvements Account. The following shall be credited to the Assessable Improvements Account of the Debt Service Fund: (i) Proceeds of the ad valorem taxes hereinafter levied for the payment of the Series 2012B Improvement Refunding Bonds and, following the Series 2012B Bonds Redemption Date, special assessments levied for the 2012 Assessable Improvements are hereby pledged to the Assessable Improvements Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the Series 2012B Improvement Refunding Bonds. (ii) Proceeds of the ad valorem taxes hereinafter levied for the payment of the Series 2013A Improvement Refunding Bonds and, following the Series 2013A Bonds Redemption Date, special assessments levied for the 2013 Assessable Improvements are hereby pledged to the Assessable Improvements Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and interest on the Series 2013A Improvement Refunding Bonds. (iii) There is also appropriated to the Assessable Improvements Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. (c) Utility Revenue Account. The City will continue to maintain and operate its Water Fund, Sanitary Sewer Fund, and Storm Water Fund to which will be credited all gross revenues of the water, sanitary sewer, and storm water systems, respectively, and out of which will be paid all normal and reasonable expenses of current operations of such systems. Any balances therein are deemed net revenues (the “Net Revenues”) and will be transferred from time to time to the Utility Revenue Account of the Debt Service Fund, which Utility Revenue Account shall be used to pay the principal of and interest on the Series 2012B Utility Revenue Refunding Bonds, the Series 2013A Utility Revenue Refunding Bonds, and any other bonds similarly authorized. There will always be retained in the Utility Revenue Account a sufficient amount to pay principal of and interest on the Series 2012B Utility Revenue Refunding Bonds and the Series 2013A Utility Revenue Refunding Bonds, and the Finance Director must report any current or anticipated deficiency in the Utility Revenue Account to the City Council. There is appropriated to the Utility Revenue Account a pro rata portion of amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof. 4.02. Redemption Fund. All proceeds of the Bonds, less the appropriations made in Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the “Redemption Fund”) to be used solely to redeem and prepay the Series 2012B Bonds on the Series 2012B Bonds Redemption Date and to redeem and prepay the Series 2013A Bonds on the Series 2013A Bonds Redemption Date. Any balance remaining in the Redemption Fund after the redemption of the Series 2012B Bonds on the Series 2012B Bonds Redemption Date and after the redemption of the Series 2013A Bonds on the Series 2013A Bonds Redemption Date shall be deposited in the respective accounts of the Debt Service Fund herein created. 4.03. Prior Debt Service Funds. (a) The debt service fund heretofore established for the Series 2012B Bonds pursuant to the resolution providing for the issuance and sale of the Series 2012B Bonds (the “Series 2012B Bonds Resolution”) shall be closed following the redemption of the Series 2012B 9 Bonds, and all monies therein shall be transferred on a pro rata basis to the Equipment Account, the Assessable Improvements Account, and the Utility Revenue Account of the Debt Service Fund herein created. (b) The debt service fund heretofore established for the Series 2013A Bonds pursuant to the resolution providing for the issuance and sale of the Series 2013A Bonds (the “Series 2013A Bonds Resolution”) shall be closed following the redemption of the Series 2013A Bonds, and all monies therein shall be transferred on a pro rata basis to the Assessable Improvements Account and the Utility Revenue Account of the Debt Service Fund herein created. 4.04. Prior Resolution Pledges. The pledges and covenants of the City made by the Series 2012B Bonds Resolution relating to the special assessments levied for the 2012 Assessable Improvements and relating to the ownership, protection of, and other particulars governing the operation and financial management of the water, sanitary sewer, and storm water systems of the City and the 2012 Utility Improvements are restated and confirmed in all respects. The pledges and covenants of the City made by the Series 2013A Bonds Resolution relating to the special assessments levied for the 2013 Assessable Improvements and relating to the ownership, protection of, and other particulars governing the operation and financial management of the water, sanitary sewer, and storm water systems of the City and the 2013 Utility Improvements are restated and confirmed in all respects. The provisions of the Series 2012B Bonds Resolution and the Series 2013A Bonds Resolution are hereby supplemented to the extent necessary to give full effect to the provisions hereof. 4.05. General Obligation Pledge. For the prompt and full payment of the principal of and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out of monies in the general fund of the City which are available for such purpose, and such general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein. 4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Series 2012B Equipment Refunding Bonds, a portion of the principal of and interest on the Series 2012B Improvement Refunding Bonds, and a portion of the principal of and interest on the Series 2013A Improvement Refunding Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City (the “Taxes”), which will be spread upon the tax rolls and collected with and as part of other general taxes of the City. Such Taxes will be credited to the Equipment Account and the Assessable Improvements Account of the Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C. 4.07. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It is hereby determined that the estimated collection of the foregoing Taxes , special assessments, and Net Revenues will produce at least five percent (5%) in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies the Finance Director may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota (the “Taxpayer Services Division Manager”) the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during such year by the amount so certified. 10 4.08. Cancellation of Levies for Prior Bonds. (a) Following the payment in full of all outstanding principal of and interest due on the Series 2012B Bonds on the Series 2012B Bonds Redemption Date, the Finance Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the Series 2012B Bonds Resolution. (b) Following the payment in full of all outstanding principal of and interest due on the Series 2013A Bonds on the Series 2013A Bonds Redemption Date, the Finance Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to cancel any and all tax levies made by the Series 2013A Bonds Resolution. 4.09. Certification of Taxpayer Services Division Manager as to Registration. The City Manager is directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding of Prior Bonds; Findings; Redemption of Prior Bonds. 5.01. Purpose of Refunding. On the Series 2012B Bonds Redemption Date, the Series 2012B Bonds will be called for redemption in the principal amount of $2,350,000. On the Series 2013A Bonds Redemption Date, the Series 2013A Bonds will be called for redemption in the principal amount of $2,315,000. It is hereby found and determined that based upon information presently available from the City’s municipal advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Series 2012B Bonds and the Series 2013A Bonds (together, the “Prior Bonds”), is consistent with covenants made with the holders of the Prior Bonds and is necessary and desirable for the reduction of debt service costs to the City. 5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds of the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service funds established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on and redemption premium (if any) on the Prior Bonds. 5.03. Redemption; Dates of Redemption; Notices of Call for Redemption. The Series 2012B Bonds maturing after the Series 2012B Bonds Redemption Date will be redeemed and prepaid on the Series 2012B Bonds Redemption Date. The outstanding Series 2013A Bonds will be redeemed and prepaid on the Series 2013A Bonds Redemption Date. The Prior 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 D-1 and D-2, which terms and conditions are hereby approved and incorporated herein by reference. The registrars for the Prior Bonds are authorized and directed to send a copy of the respective Notice of Call for Redemption to each registered holder of the Prior Bonds at least thirty (30) days prior to the respective date of redemption. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 11 6.02. Certification as to Final Official Statement. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to certify that they have examined the Final 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 offering materials are a complete and accurate representation of the facts and representations made therein as of the date of the offering materials. 6.03. Other Certificates. The Mayor, the City Manager, and the Finance Director are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 6.04. Electronic Signatures. The electronic signature of the Mayor, the City Manager, the City Clerk, and/or the Finance Director to this resolution and to any certificate authorized to be executed hereunder shall be as valid as an original signature of such party and shall be effective to bind the City thereto. For purposes hereof, (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message. 6.05. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to Old National Bank, Chaska, Minnesota, on the closing date for further distribution as directed by the City’s municipal advisor, Ehlers and Associates, Inc. Section 7. Tax Covenant. 7.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 7.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment earnings to the United States. 7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code. 7.04. Not Qualified Tax-Exempt Obligations. The Bonds are not designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code. 12 7.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 8. Book-Entry System; Limited Obligation of City. 8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 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 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 13 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. Execution of Continuing Disclosure Certificate. “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 9.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 10. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) 14 The motion for the adoption of the foregoing resolution was duly seconded by Member __________________, and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 15 Passed and adopted this 8th day of December, 2020. Jason Gadd, Mayor Attest: Amy Domeier, City Clerk A-1 EXHIBIT A PROPOSALS B-1 EXHIBIT B FORM OF BOND No. R-___ UNITED STATES OF AMERICA $___________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF HOPKINS GENERAL OBLIGATION REFUNDING BOND SERIES 2020B Rate Maturity Date of Original Issue CUSIP February 1, 20__ December 30, 2020 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 $__________ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above (calculated on the basis of a 360 day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing August 1, 2021, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Bond Trust Services Corporation, Roseville, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2027, and on any day thereafter to prepay Bonds due on or after February 1, 2028. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $4,385,000 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 December 8, 2020 (the “Resolution”), for the purpose of providing money to refund the outstanding principal amount of certain general obligation bonds 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, Chapters 429, 444, and 475, as amended, specifically Section 475.67, subdivision 3, and Sections 410.32 and 412.301, as B-2 amended. The principal hereof and interest hereon are payable in part from ad valorem taxes, special assessments, and net revenues of the water, storm water, and sanitary sewer systems of 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes, special assessments, and net revenues pledged, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. This Bond is not a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. 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 CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory limitation of indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Hopkins, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: December 30, 2020 CITY OF HOPKINS, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager B-3 _________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. BOND TRUST SERVICES CORPORATION By Authorized Representative _________________________________ ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants in common UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ________________________________________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________ the within Bond and all rights thereunder, and does hereby irrevocably constitute and appoint _________________________ attorney to transfer the said Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assignor’s signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: B-4 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 ID #13-2555119 C-1 EXHIBIT C TAX LEVY SCHEDULES Tax Levy Schedule for Series 2012B Equipment Refunding Bonds YEAR * TAX LEVY 2021 $ * Year tax levy collected. Tax Levy Schedule for Series 2012B Improvement Refunding Bonds YEAR * TAX LEVY 2021 $ 2022 2023 2024 2025 2026 2027 * Year tax levy collected. Tax Levy Schedule for Series 2013A Improvement Refunding Bonds YEAR * TAX LEVY 2021 $ 2022 2023 2024 2025 2026 2027 2028 * Year tax levy collected. D-1-1 EXHIBIT D-1 NOTICE OF CALL FOR REDEMPTION FOR SERIES 2012B BONDS $5,505,000 CITY OF HOPKINS, MINNESOTA GENERAL OBLIGATION BONDS SERIES 2012B NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2021 all outstanding bonds of the City designated as General Obligation Bonds, Series 2012B, dated September 13, 2012, having stated maturity dates of February 1 in the years 2022 through 2028, both inclusive, totaling $2.350,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2022 $410,000 439866 H23 2023 305,000 439866 H31 2024 310,000 439866 H49 2025 315,000 439866 H56 2026 325,000 439866 H64 2027 340,000 439866 H72 2028 345,000 439866 H80 The bonds are being called at a price of par plus accrued interest to February 1, 2021, 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 main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2021. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the redemption date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: ___________, 20___. BY ORDER OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA By: /s/ Michael Mornson City Manager City of Hopkins, Minnesota D-2-1 EXHIBIT D-2 NOTICE OF CALL FOR REDEMPTION FOR SERIES 2013A BONDS $3,650,000 CITY OF HOPKINS, MINNESOTA GENERAL OBLIGATION IMPROVEMENT BONDS SERIES 2013A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins, Minnesota (the “City”), there have been called for redemption and prepayment on January 11, 2021 all outstanding bonds of the City designated as General Obligation Improvement Bonds, Series 2013A, dated April 25, 2013, having stated maturity dates of February 1 in the years 2021 through 2029, both inclusive, totaling $2,315,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP Number 2021 $235,000 439866 J70 2022 235,000 439866 J88 2023 250,000 439866 J96 2024 255,000 439866 K29 2025 255,000 439866 K37 2026 260,000 439866 K45 2027 270,000 439866 K52 2029 555,000 439866 K78 The bonds are being called at a price of par plus accrued interest to January 11, 2021, 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 main office of Bond Trust Services Corporation, 3060 Centre Pointe Drive, Roseville, Minnesota 55113, on or before January 11, 2021. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the redemption date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the requirements of this paragraph. Dated: December ___, 2020. BY ORDER OF THE CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA By: /s/ Michael Mornson City Manager City of Hopkins, Minnesota 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, Minnesota (the “City”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a special meeting of the City Council of the City held on December 8, 2020, with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City’s General Obligation Refunding Bonds, Series 2020B, in the original aggregate principal amount of $4,385,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this ____ day of December, 2020. City Clerk City of Hopkins, Minnesota (SEAL) HP110 -104 (JAE) 685210v2 Summary: Hopkins, Minnesota; General Obligation Primary Credit Analyst: Emily Powers, Chicago + 1 (312) 233 7030; emily.powers@spglobal.com Secondary Contact: Andrew J Truckenmiller, Chicago + 1 (312) 233 7032; andrew.truckenmiller@spglobal.com Table Of Contents Rating Action Stable Outlook Credit Opinion Related Research WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 1 Summary: Hopkins, Minnesota; General Obligation Credit Profile US$2.35 mil GO rfdg bnds ser 2020B dtd 12/10/2020 due 02/01/2028 Long Term Rating AA+/Stable New Hopkins GO Long Term Rating AA+/Stable Affirmed Rating Action S&P Global Ratings assigned its 'AA+' long-term rating to Hopkins, Minn.'s series 2020B general obligation (GO) refunding bonds. At the same time, we affirmed our 'AA+' rating on the city's existing GO bonds. The outlook is stable. The city's full-faith-and-credit pledge and ability to levy unlimited ad valorem property taxes secure the bonds. Officials intend to pay debt service with special assessments, net revenues of the sewer, water, and storm systems, and ad valorem property taxes, but the rating is based on the unlimited ad valorem tax pledge. The city's existing GO debt also includes various other pledged revenues such as tax-increment, tax abatement, special assessment revenues, and various enterprise fund revenues, but in each case, we rate to the city's GO pledge. Proceeds will be used to finance a current refunding of the city's series 2012B GO bonds for interest cost savings. Credit overview Hopkins, having maintained a strong history of mostly stable operational performance, complete with very strong available reserves, has placed itself in a positive position to hold steady during uncertain economic times. It maintains sizable general fund receivables, including loans to the Arts Center fund, water fund, and various other governmental funds, and even excluding those amounts from the city's available fund balance, it has been able to maintain very strong reserves. However, if these interfund loans continue to grow, there could be pressure on the city's general fund. Hopkins is backed by a strong management team that has implemented robust policies and practices, helping it maintain stability in operations. The city's debt profile, while somewhat elevated, has been historically managed within its budget and, even given sizable debt service carrying charges, we expect that to continue. Additionally, its other long-term liabilities (pension and other postemployment benefits [OPEBs]) are manageable, further supporting its underlying credit quality. We believe that the city will be able to maintain steady operations, even given any lingering pressures that could result from the current COVID-19 pandemic, which caused the national economy to fall into recession in early 2020. In the view of S&P Global Economics, the economy is now on a slow, but steady, road to recovery (see "The U.S. Economy Reboots, With Obstacles Ahead," published Sept. 24, 2020, on RatingsDirect). However, we believe that current recessionary pressures will likely continue to pose the threat of a near-term economic slowdown at both the local and state levels. Still, we recognize that Hopkins' very strong reserves provide a meaningful hedge against near-term revenue volatility, and we expect that its fiscal position over the near term will remain stable and in line with what we WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 2 typically see among similarly rated peers. While the scope of economic and financial challenges posed by COVID-19 remains unknown, and could include delayed local property taxes, based on the city's historical tax base stability and resilience, coupled with very strong reserves and significant taxing flexibility, we think Hopkins is well positioned to navigate the possible negative effects of COVID-19 on finances; we will continue to monitor the effects of COVID-19 on revenue and expenses. The 'AA+' rating reflects our assessment of the city's: • Very strong economy, with access to a broad and diverse metropolitan statistical area (MSA); • Very strong management, with strong financial policies and practices under our Financial Management Assessment (FMA) methodology; • Adequate budgetary performance, with operating surpluses in the general fund and at the total governmental fund level in fiscal 2019; • Very strong budgetary flexibility, with an available fund balance in fiscal 2019 of 21% of operating expenditures; • Very strong liquidity, with total government available cash at 86.6% of total governmental fund expenditures and 3.6x governmental debt service, and access to external liquidity we consider strong; • Weak debt and contingent liability position, with debt service carrying charges at 23.8% of expenditures and net direct debt that is 253.6% of total governmental fund revenue, but rapid amortization, with 77.7% of debt scheduled to be retired in 10 years; and • Strong institutional framework score. Stable Outlook Downside scenario We could lower the rating if budgetary pressures outside of the general fund, such as with the enterprise and Arts Center funds, continue to drain general fund resources, and if debt were to increase substantially beyond current expectations. Upside scenario While we don't view this as likely given current macroeconomic conditions, we could raise the rating if the city's balance sheet improves and economic measures, such as its income levels and per capita market values, were to improve to levels commensurate with those of higher-rated peers, all other credit factors remaining equal. Environmental, social, and governance factors The rating incorporates our view of the health and safety risks posed by the COVID-19 pandemic, which we consider a social risk factor. Although the scope of economic and financial challenges posed by the pandemic remains unknown, we believe a prolonged disruption could weaken the city's local economy and potentially affect state and local revenues. However, the COVID-19 pandemic is not affecting the city more than other sector standards. We also analyzed Hopkins' environmental and governance risks relative to its economy, management, financial measures, and debt and liability profile, and determined that all are in line with our view of the sector standard. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 3 Summary: Hopkins, Minnesota; General Obligation Credit Opinion Very strong economy We consider Hopkins' economy very strong. The city, with a population of 19,213, is in Hennepin County in the Minneapolis-St. Paul-Bloomington MSA, which we consider to be broad and diverse. It has a projected per capita effective buying income of 114% of the national level and per capita market value of $123,788. Overall, market value grew by 10.8% over the past year to $2.4 billion in 2020. Hopkins' proximity to the Twin Cities allows easy access to employment and retail opportunities, and will become more easily accessible with the expansion of the Minneapolis METRO light-rail system, which will include three new stops in Hopkins that are currently under development. The city's economy experienced some slowdown with the spread of COVID-19, but it was primarily concentrated in minimal temporary closures of restaurants and small businesses. However, development throughout the city has continued, including the ongoing expansions of some of its large employers, and management reported no major shutdowns or layoffs as a result of the pandemic. Unemployment at the county level peaked in May at 10.3% but has since fallen to 6.6% (in September). The tax base primarily consists of residential (homestead/non-homestead) properties (63%), followed by commercial and industrial properties (35%). While we believe that economic metrics and property values could be pressured over the medium term, we think that the city's historic tax base growth, coupled with general economic stability, will lead to minimal credit implications, and that our view of the local economy will remain stable. Very strong management We view the city's management as very strong, with strong financial policies and practices under our FMA methodology, indicating financial practices exist in most areas, but that governance officials might not formalize or monitor all of them on a regular basis. Highlights of the city's financial practices and policies include: • Use of at least three years of historical information in the formulation of the upcoming year's revenue and expenditure assumptions with the help of outside sources and a line-by-line approach to budgeting; • Quarterly reporting of budget-to-actual performance to the council with the ability to make amendments to the budget as needed; • A five-year, long-term financial plan that projects revenues and expenditures and is updated on an annual basis; • A rolling five-year, long-term capital plan that addresses capital needs of the city with sources and uses of funds identified; • Formalized investment management policy with quarterly reporting of investments and holdings; • Formalized debt management policy that sets guidelines for short-term borrowing, maturity lengths, and minimum allowable coverage on revenue debt; and • Formalized fund balance policy to maintain 42% of expenditures for cash-flow needs, which the city has mostly been in compliance with, with the exception of 2018, and which we calculate differently than the city given our adjustments to available reserves. WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 4 Summary: Hopkins, Minnesota; General Obligation Adequate budgetary performance Hopkins's budgetary performance is adequate, in our opinion. The city had operating surpluses of 3.2% of expenditures in the general fund and 6.9% across all governmental funds in fiscal 2019. In our analysis of budgetary performance, we adjusted for recurring transfers out of the general fund and recurring transfers into all governmental funds from the city's enterprise funds. We also adjusted total governmental fund expenditures to account for one-time capital spending funded with bond proceeds. While the city's operational budget has been very stable in recent years, in our view, pressures resulting from the pandemic and recession could pose budgetary challenges in the near term. The budgetary performance score of adequate reflects our view of revenue uncertainty facing Hopkins in the current economic climate, particularly regarding potential delays to property tax receipts. In fiscal 2019, the general fund outperformed its budget, showing a $466,000 surplus (3.2% of expenditures), which reflected positive revenue variances. Compared to the initial break-even budget that was projected for fiscal 2020, current expectations are calling for a roughly $240,000 increase to fund balance (roughly 1.5% of expenditures); midyear adjustments to revenue include the receipt of roughly $1.2 million in CARES Act funding, offset by an estimated delay of roughly $440,000 in property tax receipts, which are expected to be received in fiscal 2021. Expenditure adjustments were also made, including hiring freezes and reduced part-time hiring, lessened travel expenditures, and some deferred maintenance, which amounted to roughly $550,000 in savings. All-in, the city is still expecting to post a surplus come year-end, which we view as an achievable result. Preliminary budgetary discussions for fiscal 2021 are calling for a break-even result. We expect the city will continue to manage its overall operating budget to alleviate any potential pressure on the general fund, and ease its reliance on interfund loans. Should interfund loans and negative operations in the other funds rise in such a way that we believe the city's budgetary performance is compromised, it could lead to a weakening in our view of its overall credit quality. The general fund benefits from a revenue structure that has historically been stable and predictable, consisting mostly of property taxes (79%), with only 9% coming from state aid, which is referred to as local government aid (LGA) in Minnesota. While the city is estimating a slight delay in some property tax receipts, we don't expect to see a substantial disruption to the city's budget for fiscal 2020. We believe the city is well placed to manage expenditures and make appropriate budgetary adjustments to maintain structural balance. Very strong budgetary flexibility Hopkins' budgetary flexibility is very strong, in our view, with an available fund balance in fiscal 2019 of 21% of operating expenditures, or $3.0 million. We have reduced the city's available fund balance to account for interfund loans to its Arts Center fund, water fund, and various other governmental funds, which amounted to roughly $2.8 million in 2019. Even with this portion removed, the city's reserves have been historically maintained at levels we consider very strong. We note that the total interfund loan has increased year over year and if it continues to rise, they could put downward pressure on what we consider the available fund balance. The Arts Center fund has historically held a deficit fund balance, all of which was marked as a loan from the general fund. The city realizes economic benefits from the Arts Center, so management plans to continue providing financial support for it from the general fund. The receivable showed a slight decrease in 2019, to $1.14 million from $1.20 in WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 5 Summary: Hopkins, Minnesota; General Obligation 2018, which was due to efforts by Arts Center staff to bring in more revenue and lower expenses. Initially, the budget for fiscal 2020 called for a deficit reduction of roughly $60,000 funded by a direct levy for this purpose, but the facility experienced shortfalls due to COVID-19 in fiscal 2020, so roughly half of that amount will be used to subsidize operations, and the deficit will likely only decrease by $30,000. The levy is expected to continue, but there is no specified timeline for when the full receivable will be repaid. The general fund also has receivables from the water fund and various other governmental funds, all of which (including the Arts Center fund receivable) amounted to $2.8 million in fiscal 2019. The receivable from the water fund increased slightly between 2018 and 2019, to $1.1 million. Water rate hikes were implemented in January 2020 to pay down the amount owed to the general fund, and while there is no specified timeline for full repayment, management expects it will likely occur within a five-year period, with an expected $120,000 decrease in 2020. The remainder of the receivable to the general fund, totaling roughly $600,000 in 2019, is accounted for in various nonmajor governmental and enterprise funds and the pavilion fund, the negative balances of which primarily reflect timing of bond proceeds. An additional loan to the city's HRA fund of $200,000 increased the amount in 2019; however, this portion will be repaid in 2020. Very strong liquidity In our opinion, Hopkins' liquidity is very strong, with total government available cash at 86.6% of total governmental fund expenditures and 3.6x governmental debt service in 2019. In our view, the city has strong access to external liquidity if necessary. The city's available $24.6 million in available cash and investments (after removing unspent bond proceeds) were held primarily in federal and municipal securities, money market accounts, and certificates of deposit, which we do not consider aggressive. Based on past issuance of debt, we believe the city has strong access to capital markets to provide for liquidity needs if necessary. It has no direct-purchase or variable-rate debt that we expect could pose a liquidity risk. We believe that the city has sufficient cash levels and will maintain a very strong liquidity profile. Weak debt and contingent liability profile In our view, Hopkins' debt and contingent liability profile is weak. Total governmental fund debt service is 23.8% of total governmental fund expenditures, and net direct debt is 253.6% of total governmental fund revenue. Approximately 77.7% of the direct debt is scheduled to be repaid within 10 years, which is, in our view, a positive credit factor. We calculate total direct debt at $79.5 million; when excluding self-supporting GO debt paid from the city's enterprise funds, net direct debt amounts to approximately $75.0 million. The city plans to issue approximately $8.0 million in new-money GO debt in 2021 for road reconstruction projects as well as roughly $2.0 million in refunding bonds. We believe the debt profile will likely remain weak. While debt service costs make up a considerable portion of the budget, the city has historically managed these costs well, which we expect will continue. Pensions and other postemployment benefits (OPEBs) Hopkins' combined required pension and actual other postemployment benefit (OPEB) contributions totaled 4.3% of total governmental fund expenditures in 2019. Of that amount, 3.6% represented required contributions to pension obligations, and 0.7% represented OPEB payments. The city made its full annual required pension contribution in 2019. We do not believe that pension liabilities represent a medium-term credit pressure, as contributions are only a modest WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 6 Summary: Hopkins, Minnesota; General Obligation share of the budget, and we believe the city has the capacity to absorb higher costs without pressuring operations. Hopkins participates in two multiple-employer, defined-benefit pension plans that have seen recent improvements in funded status, though plan statutory contributions have regularly fallen short of actuarial recommendations. Along with certain plan-specific actuarial assumptions and methods, this introduces some long-term risk of funding volatility and cost acceleration. Although the city funds its OPEBs on a pay-as-you-go basis, exposing it to cost acceleration and volatility, we expect that medium-term costs will remain only a small share of total spending and, therefore, not a significant budgetary pressure. The city participates in the following plans: • Minnesota General Employees Retirement Fund (GERF): 80.2% funded (as of June 30, 2019), with a city proportionate share of the plan's net pension liability of $4.5 million • Minnesota Police and Fire Fund (PEPFF): 89.3% funded (June 30, 2019), with a proportionate share of $3.3 million • A single-employer, defined-benefit OPEB plan: 0% funded with a net OPEB liability of $952,000 Total contributions to GERF and PEPFF were 89% and 94%, respectively, of our minimum funding progress metric and were slightly above static funding in both cases. Annual contributions are based on a statutory formula that has typically produced contributions lower than the actuarially determined contribution for each plan. In our view, this increases the risk of underfunding over time, if the state legislature does not make adjustments to offset future funding shortfalls. Other key risks include a 7.5% investment rate-of-return assumption (for both plans) that indicate some exposure to cost acceleration as a result of market volatility, and an amortization method that significantly defers contributions through a lengthy, closed 30-year amortization period based on a level 3.25% payroll growth assumption. Regardless, costs remain only a modest share of total spending, and we believe they are unlikely to pressure the city's medium-term operational health. Strong institutional framework The institutional framework score for Minnesota cities with a population greater than 2,500 is strong. Related Research • S&P Public Finance Local GO Criteria: How We Adjust Data For Analytic Consistency, Sept. 12, 2013 • Criteria Guidance: Assessing U.S. Public Finance Pension And Other Postemployment Obligations For GO Debt, Local Government GO Ratings, And State Ratings, Oct. 7, 2019 • Through The ESG Lens 2.0: A Deeper Dive Into U.S. Public Finance Credit Factors, April 28, 2020 Ratings Detail (As Of November 9, 2020) Hopkins GO bnds Long Term Rating AA+/Stable Affirmed Hopkins GO bnds ser 2017B dtd 07/13/2017 due 02/01/2033 Long Term Rating AA+/Stable Affirmed WWW.STANDARDANDPOORS.COM/RATINGSDIRECT NOVEMBER 9, 2020 7 Summary: Hopkins, Minnesota; General Obligation Ratings Detail (As Of November 9, 2020) (cont.) Hopkins GO imp bnds Long Term Rating AA+/Stable Affirmed Hopkins GO tax abatement bnds Long Term Rating AA+/Stable Affirmed Hopkins GO tax increment rev rfdg bnds Long Term Rating AA+/Stable Affirmed Hopkins GO Long Term Rating AA+/Stable Affirmed Hopkins GO Long Term Rating AA+/Stable Affirmed Hopkins GO Long Term Rating AA+/Stable Affirmed Hopkins GO Long Term Rating AA+/Stable Affirmed Certain terms used in this report, particularly certain adjectives used to express our view on rating relevant factors, have specific meanings ascribed to them in our criteria, and should therefore be read in conjunction with such criteria. Please see Ratings Criteria at www.standardandpoors.com for further information. Complete ratings information is available to subscribers of RatingsDirect at www.capitaliq.com. All ratings affected by this rating action can be found on S&P Global Ratings' public website at www.standardandpoors.com. Use the Ratings search box located in the left column. 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