2009-061follows:
RESOLUTION NO. 2009-061
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION BONDS, SERIES 2009A, IN THE AGGREGATE
PRINCIPAL AMOUNT OF $3,295,000; FIXING THEIR FORM
AND SPECIFICATIONS; DIRECTING THEIR EXECUTION
AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Hopkins, Minnesota (the "City "), as
Section 1. Sale of Bonds.
1.01: Storm Sewer Revenue Refunding Bonds.
(a) Certain improvements to the municipal storm water management system of the
City have been made by the City pursuant to Minnesota Statutes, Section 444.075, and Minnesota
Statutes, Chapter 475 (collectively, the "Act ").
(b) The City is authorized by 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.
(c) It is necessary and desirable to reduce debt service costs that the City issue its
obligations pursuant to the Act (the "Storm Sewer Revenue Refunding Bonds ") in the aggregate
principal amount of $605,000 to refund certain outstanding general obligations of the City.
(d) The proceeds of the Storm Sewer Revenue Refunding Bonds will be used to
refinance the improvements made to the municipal storm water management system of the City
through the redemption and prepayment of the General Obligation Storm Sewer Revenue Bonds,
Series 1999C (the "Storm Sewer Revenue Refunded Bonds "), dated August 1, 1999, issued by
the City in the original aggregate principal amount of $1,545,000, of which $71 5,000 in principal
amount is currently outstanding. The Storm Sewer Revenue Refunded Bonds maturing on or
after February 1, 2011, will be called for redemption on February 1, 2010, in the principal amount
of $610,000.
1.02. Water Revenue Refunding Bonds.
(a) Certain improvements to the water treatment and distribution system of the City
have been made by the City pursuant to the Act.
(b) The City is authorized by 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.
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(c) It is necessary and desirable to reduce debt service costs that the City issue its
obligations pursuant to the Act (the "Water Revenue Refunding Bonds ") in the aggregate
principal amount of $850,000 to refund certain outstanding general obligations of the City.
(d) The proceeds of the Water Revenue Refunding Bonds will be used to refinance
the improvements made to the water treatment and distribution system of the City through the
redemption and prepayment of the General Obligation Water Revenue Bonds, Series 2000A (the
"Water Revenue Refunded Bonds "), dated April 1, 2000, issued by the City in the original
aggregate principal amount of $2,060,000, of which $1,000,000 in principal amount is currently
outstanding. The Water Revenue Refunded Bonds maturing on or after February 1, 2011, will be
called for redemption on February 1, 2010, in the principal amount of $855,000.
1.03. Water System Improvement Bonds.
(a) The City engineer has recommended the construction of various improvements to
the City's water system as part of City Project 06 -10, City Project 07 -10, and City Project 08 -10,
as described more fully in Council Report 2006 -151, Council Report 2008 -014, and Council
Report 2009 -008, respectively (collectively, the "Water System Improvements "), pursuant to the
Act.
(b) The City is authorized by the Act to finance all or a portion of the cost of the
Water System Improvements by the issuance of general obligation bonds of the City payable
from the net revenues of the water system.
(c) The City finds it necessary to issue its obligations pursuant to the Act in the
principal amount of $820,000 to provide to finance the costs of the Water System Improvements.
1.04. Sewer System Improvement Bonds.
(a) The City engineer has recommended the construction of various improvements to
the City's sanitary sewer system as part of City Project 06 -10, City Project 07 -10, and City
Project 08 -10, as described more fully in Council Report 2006 -151, Council Report 2008 -014,
and Council Report 2009 -008, respectively (collectively, the "Sewer System Improvements "),
pursuant to the Act.
(b) The City is authorized by the Act to finance all or a portion of the cost of the
Sewer System Improvements by the issuance of general obligation bonds of the City payable
from the net revenues of the sanitary sewer system.
(c) The City finds it necessary to issue its obligations pursuant to the Act in the
principal amount of $1,020,000 to provide to finance the costs of the Sewer System
Improvements.
1.05. Issuance of Bonds.
(a) The City finds it necessary and expedient to the sound financial management of
the affairs of the City to issue its General Obligation Bonds, Series 2009A (the "Bonds "), in the
original aggregate principal amount of $3,295,000, to provide financing for the Water System
Improvements and the Sewer System Improvements and to redeem and prepay the outstanding
Storm Sewer Revenue Refunded Bonds and the outstanding Water Revenue Refunded Bonds.
Proceeds of the Bonds are expected to be expended as follows:
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EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Hopkins, Minnesota, was called and held at the City Hall in Hopkins, Minnesota, on Tuesday, the 17th
day of November, 2009, at 7:30 p.m. for the purpose, in part, of awarding the sale of the City's taxable
general obligation housing improvement refunding bonds and directing their execution and delivery.
The following members were present:
Mayor Maxwell; Council Members Youakim, Brausen, and Halverson
and the following were absent:
Council Member Rowan
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HELD: November 17, 2009
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 Taxable General Obligation Housing Improvement
Refunding Bonds, Series 2009B, in the aggregate principal amount of $2,865,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals are attached hereto as Exhibit A.
After due consideration of the proposals, Member Youakim then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its
adoption:
December 15, 2009, in the denomination of $5,000 each or any integral multiple thereof, numbered
No. R -1, upward, bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
Year Amount Year Amount
2011 $365,000 2019 $125,000
2012 390,000 2020 125,000
2013 400,000 2021 135,000
2014 410,000 2022 135,000
2015 415,000 2023 145,000
2016 115,000 2024 145,000
2017 115,000 2025 155,000
2018 120,000
1.09. Optional Redemption. The City may elect on February 1, 2018, and on any day
thereafter to prepay Bonds due on or after February 1, 2019. 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.
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 will be payable on February 1 and
August 1 of each year, commencing August 1, 2010, to the registered owners of record thereof 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 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
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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 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 a 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 of 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
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registered owners, 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. Appointment of Initial Registrar. The City appoints Bankers Trust Company, Des
Moines, Iowa, as the initial Registrar. The Mayor and the City Manager are authorized to execute and
deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by
law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The
City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The
City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its
possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or
before each principal or interest due date, without further order of this Council, the City Manager must
transmit to the Registrar moneys 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 those signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to
be such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and
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.
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. Execution of Bonds. The Bonds will be printed or typewritten in substantially the
following form:
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No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION BOND
SERIES 2009A
Date of
Rate Maturity Original Issue
Registered Owner: Cede & Co.
February 1, 20 15, 2009
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City "), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum
of $ on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above, payable February 1 and August 1 in each year, commencing August 1, 2010,
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 of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2018, and on any day thereafter to prepay Bonds due on or
after February 1, 2019. 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.
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 $30 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 $3,295,000 all of like original
issue date and tenor, except as to number, amount, maturity date, redemption privilege, and interest rate,
all issued pursuant to a resolution adopted by the City Council on November 17, 2009 (the "Resolution "),
for the purpose of providing money to aid in financing various improvements to the water, storm sewer
and sanitary sewer systems of the City and to redeem and prepay certain outstanding 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, Chapter 475 and Minnesota Statutes,
Section and 444.075, and the principal hereof and interest hereon are payable primarily from the net
revenues of the water, storm sewer, and sanitary sewer systems of the City in a special debt service fund
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CUSIP
$
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 ad valorem taxes on all taxable property in the
City in the event of any deficiency in net revenues 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.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water, storm sewer, and sanitary sewer
systems free from competition by other like municipal utilities; that adequate insurance on said systems
and suitable fidelity bonds on employees will be carried; that proper and adequate books of account will
be kept showing all receipts and disbursements relating to the Water Fund, the Storm Sewer Fund, and
Sanitary Sewer Fund, into which it will pay all of the gross revenues from the water, storm sewer, and
sanitary sewer systems; that it will also create and maintain a General Obligation Bonds, Series 2009A
Debt Service Fund, into which it will pay, out of the net revenues from the water, storm sewer, and
sanitary sewer systems a sum sufficient to pay principal hereof and interest thereon when due; and that it
will provide, by ad valorem tax levies, for any deficiency in required net revenues of the water, storm
sewer, and sanitary sewer systems.
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, 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.
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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 15, 2009
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BANKERS TRUST COMPANY
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
ABBREVIATIONS
CITY OF HOPKINS, MINNESOTA
The following abbreviations, when used in the inscription on the face of this Note, 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
Additional abbreviations may also be used though not in the above list.
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By
Authorized Representative
Dated:
Notice:
Signature Guaranteed:
Name and Address:
Please insert social security or other identifying
number of assignee
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.
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.
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.
(Include information for all joint owners if this Bond is
held by joint account.)
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.
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Date of Registration
Signature of
Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13- 2555119
[End of Form of Bond]
3.02. Approving Legal Opinion. The City Clerk will obtain a copy of the proposed approving
legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be complete except
as to dating thereof and will cause the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The City will continue to operate and maintain its Water, Storm
Sewer, and Sanitary Sewer Funds to which will be credited all gross revenues of the water, storm sewer,
and sanitary sewer systems and out of which will be paid all normal and reasonable expenses of current
operations of the water, storm sewer, and sanitary sewer systems. Any balance therein are deemed net
revenues and will be transferred, from time to time, to a General Obligation Bonds, Series 2009A Debt
Service Fund (the "Debt Service Fund ") hereby created in the Water, Storm Sewer, and Sanitary Sewer
Funds, which funds will be used only to pay principal of and interest on the Bonds and any other bonds
similarly authorized. There will always be retained in the Debt Service Fund a sufficient amount to pay
principal of and interest on all the Bonds, and the City Manager must report any current or anticipated
deficiency in the Debt Service Fund to the City Council. There is appropriated to the Debt Service Fund
(i) capitalized interest financed from Bond proceeds, if any; (ii) any amount over the minimum purchase
price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in
accordance with Section 1.07; and (iii) the accrued interest paid by the Purchaser upon closing and
delivery of the Bonds, if any.
4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated during the construction of the Water System
Improvements and the Sewer System Improvements financed by the Bonds, will be deposited in a
separate construction fund (the "Construction Fund ") to be used solely to defray expenses of the Water
System Improvements and the Sewer System Improvements and the payment of principal and interest on
the Bonds prior to the completion and payment of all costs of the Water System Improvements and the
Sewer System Improvements. When the Water System Improvements and the Sewer System
Improvements are completed and the costs thereof paid, the Construction Fund is to be closed and any
balance therein is to be deposited in the Debt Service Fund.
4.03. Refunding. Proceeds of the Bonds in the amount of $610,000 shall be deposited in the
debt service fund established for the Storm Sewer Revenue Refunded Bonds for the purpose of refunding
all of the 2011 through 2015 maturities of the outstanding Storm Sewer Revenue Refunded Bonds on
February 1, 2010. Proceeds of the Bonds in the amount of $855,000 shall be deposited in the debt service
fund established for the Water Revenue Refunded Bonds for the purpose of refunding all of the 2011
through 2015 maturities of the outstanding Water Revenue Refunded Bonds on February 1, 2010. Any
balance remaining in the debt service funds established for the Storm Sewer Revenue Refunded Bonds
and the Water Revenue Refunded Bonds after the redemption of the Storm Sewer Revenue Refunded
Bonds and the Water Revenue Refunded Bonds shall be deposited in the Debt Service Fund established
herein for the Bonds.
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4.04. City Covenants. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following
covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water, storm sewer,
and sanitary sewer systems as public utilities and conveniences free from competition of other
like municipal utilities and will cause all revenues therefrom to be deposited in bank accounts and
credited to the water, storm sewer, and sanitary sewer systems funds as hereinabove provided,
and will make no expenditures from those accounts except for a duly authorized purpose and in
accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account and will
cause money to be credited thereto from time to time, out of net revenues from the water, storm
sewer, and sanitary sewer systems in sums sufficient to pay principal of and interest on the Bonds
when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the water, storm sewer, and sanitary sewer systems and which
will be open to inspection and copying by any bondholder, or the bondholder's agent or attorney,
at any reasonable time, and it will furnish certified transcripts therefrom upon request and upon
payment of a reasonable fee therefor, and said account will be audited at least annually by a
qualified public accountant and statements of such audit and report will be furnished to all
bondholders upon request.
(d) The City Council will cause persons handling revenues of the water, storm sewer,
and sanitary sewer systems to be bonded in reasonable amounts for the protection of the City and
the bondholders and will cause the funds collected on account of the operations of the water,
storm sewer, and sanitary sewer systems to be deposited in a bank whose deposits are guaranteed
under the Federal Deposit Insurance Law.
(e) The Council will keep the water, storm sewer, and sanitary sewer systems
insured at all times against loss by fire, tornado and other risks customarily insured against with
an insurer or insurers in good standing, in such amounts as are customary for like plants, to
protect the holders, from time to time, of the Bonds and the City from any loss due to any such
casualty and will apply the proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the water, storm sewer, and sanitary sewer systems as required by law.
(g) The City will impose and collect charges of the nature authorized by Minnesota
Statutes, Section 444.075, at the times and in the amounts required to produce, net revenues
adequate to pay all principal and interest when due on the Bonds and to create and maintain such
reserves securing said payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property in the
City, when required to meet any deficiency in net revenues.
4.05. Net Revenue Pledge. It is hereby determined that the estimated collection of net
revenues from the water, storm sewer, and sanitary sewer systems of the City for the payment of principal
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and interest on the Bonds will produce at least five percent in excess of the amount needed to meet, when
due, the principal and interest payments on the Bonds and that no tax levy is needed at this time.
4.06. Certification of Taxpayer Services Division Manager as to Registration. 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.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. Purpose of Refunding. The bonds being refunded with the proceeds of the Bonds (the
"Refunded Bonds ") are the (i) General Obligation Storm Sewer Revenue Bonds, Series 1999C, issued by
the City in the original aggregate principal amount of $1,545,000, dated August 1, 1999, of which
$715,000 in principal amount is currently outstanding and $610,000 in principal amount will be called for
redemption on February 1, 2010; and (ii) General Obligation Water Revenue Bonds, Series 2000A, issued by
the City in the original aggregate principal amount of $2,060,000, dated April 1, 2000, of which $1,050,000
in principal amount is currently outstanding and $855,000 in principal amount will be called for redemption
on February 1, 2010. It is hereby found and determined that based upon information presently available
from the City's financial advisor, the issuance of the Bonds to redeem and prepay the Refunded Bonds is
consistent with covenants made with the holders of the Refunded Bonds and is necessary and desirable
for the reduction of debt service cost 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 respective debt service funds established for the Refunded Bonds, as defined
the resolutions authorizing and providing for the issuance of the Water Revenue Refunded Bonds and the
Storm Sewer Revenue Refunded Bonds, will be sufficient to prepay all of the principal of, interest on and
redemption premium (if any) on the Refunded Bonds, respectively.
5.03. Redemption; Date of Redemption; Notice of Call for Redemption. The Storm Sewer
Revenue Refunded Bonds maturing on February 1, 2011, and thereafter will be redeemed and prepaid on
February 1, 2010. The Water Revenue Refunded Bonds maturing on February 1, 2011, and thereafter will
be redeemed and prepaid on February 1, 2010. The Registrar for the Storm Sewer Revenue Refunded
Bonds and the Registrar for the Water Revenue Refunded Bonds are authorized and directed to send a
copy of the Notice of Redemption for each registered holder of the Refunded Bonds, the forms of which
are attached hereto as Exhibit B and Exhibit C, respectively.
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.
6.02. Certification as to Official Statement. The Mayor, City Manager, and Finance Director
are authorized and directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge
and belief the Official Statement is a complete and accurate representation of the facts and representations
made therein as of the date of the Official Statement.
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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. No Rebate Required. 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 2009) exceed the small - issuer exception amount of $5,000,000.
7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. Qualified Tax - Exempt Obligations. 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:
Section 7. Tax Covenant.
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Bonds as "qualified tax - exempt obligations" for purposes
of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax - exempt obligations (other than private
activity bonds) which will be issued by the City (and all subordinate entities of the City) during
calendar year 2009 will not exceed $30,000,000; and
(d) not more than $30,000,000 of obligations issued by the City during calendar year
2009 have been designated for purposes of Section 265(b)(3) of the Code.
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 1.08 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.
15
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 Bond, 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 shall 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 certificate, 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 owner 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 all 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.
16
Section 9. Continuing Disclosure.
9.01. 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.
9.02. 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.
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.)
17
Passed and adopted this 17th day of November, 2009.
18
CITY OF HOPKINS MINNESOTA
The motion for the adoption of the foregoing resolution was duly seconded by Member Brausen,
and upon vote being taken thereon, the following voted in favor thereof:
Maxwell, Youakim, Brausen, and Halverson
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
19
STATE OF MINNESOTA
COUNTY OF HENNEPIN
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 regular meeting of the City Council of the City held on November 17, 2009, 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 Bonds, Series 2009A, in
the aggregate principal amount of $3,295,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this p �j��"'
day of November, 2009.
(SEAL)
STATE OF MINNESOTA
CITY OF HOPKINS
WITNESS My hand and official seal this day of , 2009.
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota, hereby
certify that a resolution adopted by the City Council of the City of Hopkins, Minnesota (the "City "), on
November 17, 2009, relating to the City's General Obligation Bonds, Series 2009A, in the aggregate
principal amount of $3,295,000, dated December 15, 2009, has been filed in my office and said
obligations have been registered on the register of obligations in my office.
(SEAL)
CERTIFICATE OF COUNTY
AUDITOR - TREASURER AS TO
REGISTRATION WHERE NO
AD VALOREM TAX LEVY
Taxpayer Services Division Manager
Hennepin County, Minnesota
By
Deputy
EXHIBIT A
PROPOSALS
BID TABULATION
$3,340,000* General Obligation Bonds, Series 2009A
CITY OF HOPKINS, MINNESOTA
SALE: November 17, 2009
AWARD: CRONIN & COMPANY, INC,
RATING: Standard & Poor's Credit Markets 'AA'
NAME OF BIDDER
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
WELLS FARGO ADVISORS
St. Louis, Missouri
WACHOVIA BANK NATIONAL ASSOCIATION
Minneapolis, Minnesota
ROBERT W. BAIRD & CO. 2011 2.500%
Milwaukee, Wisconsin 2012 2 500%
CL KING & ASSOCIATES 2013 2.500%
New York, New York 2014 3.000%
LOOP CAPITAL MARKETS, LLC 2015 3 000%
New York, New York 2016 3 000%
DAVENPORT & COMPANY LLC 2017 3 250%
Richmond, Virginia 2018 3 500%
KILDARE CAPITAL 2019 3 500%
Philadelphia, Pennsylvania 2020 4.009%
CREWS & ASSOCIATES, INC. 2021 4 000%
Little Rock, Arkansas 2022 4.000%
2023 4.000%
2024 4.000%
2025 4.000%
Adjusted Price - $3,358,316 50
Adjusted Net Interest Cost $644,679_89
Adjusted TIC - 3.0318%
ell EHLERS
N FUR IC F ^4ANC
A-1
BEM: 4 40%
NET TRUE
MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
2011 2.000% 0.700% $3,404,033,65 $646,940.52 3.0237%
2012 2.000% 1 100%
20'13 2.000% '1 400%
2014 2.500% 1.800%
2015 3 000% 2 200%
2016 3 000% 2 500%
2017 3 500% 2 750%
2018 3.500% 3 000%
2019 3 500% 3 200%
2020 4 000% 3 400%
2021 4.000% 3.550%
2022 4.000% 3.650%
2023 4.000% 3 750%
2024 4 000% 3,800%
2025 4.000% 3 900%
$3,409,986.90 $660,363.45 3.0910%
"Subsequent to bid opening the issue size was decreased to $3,295,000 with the 2011 maturity decreased $15,000 to $365,000, the 2012
maturity decreased $5,000 to $390,000, the 2013 maturity decreased $10,000 to $400,000, the 2014 maturity decreased 910,000 to
$410,000, and the 2015 maturity decreased 55,000 to $415,000 in maturity value.
vvvvvv.eNers-inc.corn
Minnesota phone 051-68T-8500 3060 Centre Pone Drive
Offices I so in Wisconsin and Illinois tax 651-69 ;r 43555 Rcg.-eville, MN 5
Dated: , 20 .
EXHIBIT B
Year of Maturity
NOTICE OF CALL FOR REDEMPTION
STORM SEWER REFUNDED BONDS
$1,545,000
CITY OF HOPKINS, MINNESOTA
GENERAL OBLIGATION STORM SEWER REVENUE BONDS
SERIES 1999C
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
Bankers Trust Company
[Insert Address]
February 1, 2010
the principal amount outstanding of the City's General Obligation Storm Sewer Revenue Bonds, Series
1999C, issued in the original aggregate principal amount of $1,545,000, dated August 1, 1999, having
stated maturity dates of February 1 in the years 2011 through 2015, both inclusive, totaling $610,000 in
outstanding principal amount, and with the following CUSIP numbers.
Amount CUSIP
2011 $110,000 439866 TP9
2012 115,000 439866 TQ7
2013 120,000 439866 TR5
2014 130,000 439866 TS3
2015 135,000 439866 TT1
The bonds are being called at a price of par plus accrued interest to February 1, 2010, 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 to the main office of Bankers Trust Company, Des Moines,
Iowa, on or before February 1, 2010, at the following address:
Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003,
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.
BY ORDER OF THE CITY COUNCIL
By /s/ Terry Obermaier
City Clerk
City of Hopkins, Minnesota
Year of Maturity
Dated: , 20 .
EXHIBIT C
NOTICE OF CALL FOR REDEMPTION
WATER REVENUE REFUNDED BONDS
$2,060,000
CITY OF HOPKINS, MINNESOTA
GENERAL OBLIGATION WATER REVENUE BONDS
SERIES 2000A
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
the principal amount outstanding of the City's General Obligation Water Revenue Bonds, Series 2000A,
issued in the original aggregate principal amount of $2,060,000, dated April 1, 2000, having stated
maturity dates of February 1 in the years 2011 through 2015, both inclusive, totaling $855,000 in
outstanding principal amount, and with the following CUSIP numbers.
2011 $155,000 439866 UQ5
2012 160,000 439866 UR3
2013 170,000 439866 US 1
2014 180,000 439866 UT9
2015 190,000 439866 UU6
The bonds are being called at a price of par plus accrued interest to February 1, 2010, 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 to the main office of Bankers Trust Company, Des Moines,
Iowa, on or before February 1, 2010, at the following address:
Bankers Trust Company
[Insert Address]
February 1, 2010
Amount CUSIP
Important Notice: In compliance with the Jobs and Growth Tax Relief Reconciliation Act of 2003,
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 sectirity 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.
HP 110 -78 (JAE)
359891v2
BY ORDER OF THE CITY COUNCIL
By /s/ Terry Obermaier
City Clerk
City of Hopkins, Minnesota