2012-063 Sale of General Capital Improvement Series 2012A• EXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF HOPKINS, MINNESOTA
HELD: August 21, 2012
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 21 st day
of August, 2012, at 7:30 p.m. for the purpose, in part, of awarding the sale of the City's general obligation
capital improvement plan bonds and directing their execution and delivery.
The following members were present:
Eugene Maxwell, Molly Cummings, Jason Gadd, Kristi Halverson, and Cheryl Youakim
and the following were absent:
None
The Mayor announced that the next order of business was consideration of the proposals which
• had been received for the purchase of the City's General Obligation Capital Improvement Plan Bonds,
•
Series 2012A, in the aggregate principal amount of $1,905,000.
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 Gadd then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
4092020 JAE HPI 10-82
RESOLUTION NO. 2012-063 •
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS,
SERIES 2012A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $1,905,000; FIXING THEIR FORM AND
SPECIFICATIONS; DIRECTING THEIR EXECUTION AND
DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING
FOR THE ESCROWING AND INVESTMENT OF THE
PROCEEDS THEREOF; 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. Back rg ound.
(a) The Housing and Redevelopment Authority in and for the City of Hopkins,
Minnesota (the "Authority") previously issued its Public Facility Lease Revenue Bonds,
Series 2003A (Police Station Improvements) (the "Series 2003A Bonds"), in the original
aggregate principal amount of $3,050,000, pursuant to the terms of a Trust Indenture, dated as of
June 1, 2003 (the "Indenture"), between the Authority and Bankers Trust Company, as trustee (the •
"Trustee"). The proceeds of the Series 2003A Bonds were used to finance the renovation of the
former fire station and portions of City Hall for an expanded police facility (collectively, the
"Facilities") on certain property located in the City (the "Site"). The Series 2003A Bonds
maturing on and after February 1, 2015, are subject to redemption, at the option of the City, on
February 1, 2014, and any day thereafter, at a price of par, plus accrued interest.
(b) The Series 2003A Bonds are secured by lease payments by the City pursuant to a
Lease -Purchase Agreement, dated as of June 1, 2003 (the "Lease"), between the Authority, as
lessor, and the City, as lessee. Pursuant to Section 8.1 of the Lease, the City has the option to
prepay the lease payments due under the Lease and purchase the Site and the Facilities. The City
has determined to exercise its option to prepay the Series 2003A Bonds and acquire the Facilities.
(c) The City is authorized by Minnesota Statutes, Chapter 475, as amended,
specifically Section 475.521 (collectively, the "Act"), to finance certain capital improvements
under an approved capital improvement plan by the issuance of general obligation bonds of the
City payable from ad valorem taxes. Capital improvements include acquisition or betterment of
public lands, buildings or other improvements for the purpose of a city hall, library, public safety
facility and public works facilities (excluding light rail transit or any activity related to it, or a
park, road, bridge, administrative building other than a city hall, or land for any of those
activities).
(d) On July 10, 2012, the City held a public hearing on and adopted the 2012 through
2016 Capital Improvement Plan (the "Plan"), which authorizes the City to acquire the Facilities
through the issuance of bonds in the maximum principal amount of $2,000,000, all in accordance •
with the Act.
4092020 JAE HP 110-82 2
• (e) No petition requesting a referendum regarding issuance of bonds under the Plan
was filed within 30 days after the date of the hearing, and the City is therefore authorized to issue
the Bonds under the Act.
(f) As required by the Act, the City has determined that: (i) the expected useful life
of the projects to be refinanced with the proceeds of the Bonds will be at least five years; and
(ii) the amount of principal and interest due in any year on all outstanding bonds issued by the
City under the Act, including the Bonds, will not exceed 0.16 percent of the taxable market value
of property in the City for taxes payable in 2012.
(g) It is necessary and desirable for the reduction of debt service costs that the City
issue its General Obligation Capital Improvement Plan Bonds, Series 2012A (the "Bonds"), in the
original aggregate principal amount of $1,905,000, pursuant to the Act, in order to prepay the
lease payments and acquire the Facilities from the Authority, thereby effecting a net advance
refunding of the Series 2003A Bonds, currently outstanding in the aggregate principal amount of
$2,050,000, of which $1,765,000 in principal amount (constituting the 2015 through 20124
maturities) is callable on February 1, 2014.
(h) 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 financial
advisor in connection with such sale. The actions of the City staff and the City's financial 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 UMB Bank, N.A., Kansas City,
• Missouri (the "Purchaser"), to purchase the Bonds is hereby found and determined to be a reasonable offer
and is hereby accepted, the proposal being to purchase the Bonds at a price of $1,892,169.83 (par amount of
$1,905,000.00, less original issue discount of $2,381.65, less underwriter's discount of $10,448.52), plus
accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year Interest Rate
Year Interest Rate
2013
0.350%
2019
1.150%
2014
0.400
2020
1.300
2015
0.500
2021
1.450
2016
0.600
2022
1.650
2017
0.800
2023
1.800
2018
1.000
True interest cost: 1.4177196%
1.03. Purchase Contract. The sum of $10,377.24, being the amount proposed by the Purchaser in
excess of $1,881,792.59, shall be credited to the accounts in the Debt Service Fund hereinafter created or
deposited in the Escrow Fund hereinafter created, as determined by the Finance Director of the City in
consultation with the City's financial advisor. The Finance Director is directed to retain the good faith check
of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the
unsuccessful proposers. 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, in the total principal amount of $1,905,000, originally dated September 13, 2012,
4092020 JAE HPI 10-82 3
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
2013
$140,000
2019
$175,000
2014
170,000
2020
180,000
2015
165,000
2021
180,000
2016
175,000
2022
185,000
2017
175,000
2023
185,000
2018
175,000
1.05. Optional Redemption. The City may elect on February 1, 2020, and on any day thereafter to
prepay Bonds due on or after February 1, 2021. 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 is payable on February 1 and August 1 of each year,
commencing February 1, 2013, 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 such 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) Re ig s, ter. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to
the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity,
as requested by the transferor. The Registrar may, however, close the books for registration of any
transfer after the fifteenth day of the month preceding each interest payment date and until that
interest payment date.
4092020 JAE HPI 10-82 4
(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.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
• 2.04. 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
4092020 JAE HPI 10-82 5
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 Finance Director 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 EXHIBIT B attached hereto with
such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the
execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in EXHIBIT B.
3.02. 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,
which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany
each Bond.
Section 4. Payment; Security; edges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Capital
Improvement Plan Bonds, Series 2012A Debt Service Fund (the "Debt Service Fund") hereby created, and
the proceeds of the ad valorem taxes (the "Taxes") hereinafter levied are hereby pledged to the Debt Service
Fund. 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. There is appropriated to the Debt Service Fund amounts 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 1.03.
•
4092020 JAE HP 110-82
• 4.02. Escrow Fund. Proceeds of the Bonds in the amount of $1,891,360.12, in addition to
funds transferred from the debt service reserve fund for the Series 2003A Bonds, shall be deposited in an
escrow fund (the "Escrow Fund") to be maintained with U.S. Bank National Association, St. Paul,
Minnesota, and said financial institution is hereby designated escrow agent (the "Escrow Agent") for the
Escrow Fund. Such funds will be received by the Escrow Agent and applied to fund the Escrow Fund or
to pay costs of issuing the Bonds. Proceeds of the Bonds, less amounts used to pay costs of issuance of
the Bonds and less the appropriations made in Section 4.01 hereof, are hereby irrevocably pledged and
appropriated to the Escrow Fund, together with all investment earnings thereon. The Escrow Fund will be
invested in securities maturing or callable at the option of the holder on such dates and bearing interest at
such rates as will be required to provide sufficient funds, together with any cash or other funds retained in
the Escrow Fund, to (i) pay principal of and interest on the Series 2003A Bonds through February 1, 2014
(the "Redemption Date"); and (ii) pay the outstanding principal amount of the Series 2003A Bonds on the
Redemption Date. The monies in the Escrow Fund will be used solely for the purposes herein set forth and
for no other purpose, except that any surplus in the Escrow Fund may be remitted to the City, all in
accordance with the Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent.
Any monies remitted to the City upon termination of the Escrow Agreement shall be deposited to the Debt
Service Fund.
4.03. 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 pledged. If a payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund or the Escrow Fund to pay the same, the Finance Director will
pay such principal or interest from the general fund of the City, and the general fund will be reimbursed
for those advances out of the proceeds of the ad valorem taxes levied by this resolution when collected.
• 4.04. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds, there
is levied a direct annual irrepealable ad valorem tax (the "Taxes") upon all of the taxable property in the City,
to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The Taxes
will be credited to the Debt Service Fund and will be in the years and amounts as shown in EXH1131T C
attached hereto.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Taxes will produce at least five percent in excess of
the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy
herein provided is 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 amount available in the Debt Service Fund to pay principal and interest
due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy
collectible during such year by the amount so certified.
4.06. Registration of Resolution. The City Manager is authorized and directed to file a certified
copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required
by Section 475.63 of the Act.
Section 5. Refunding, Findings; Redemption of Refunded Bonds.
5.01. Purpose of Refunding. The City has determined to prepay the lease payments due under
the Lease in an amount necessary to pay the principal of and interest on the Series 2003A Bonds through
• the Redemption Date, which is February 1, 2014, and to pay the outstanding principal amount of the
Series 2003A Bonds on the Redemption Date. It is hereby found and determined that based upon
information presently available from the City's financial advisors, the issuance of the Bonds is consistent
4092020 JAE HP 110-82 7
with covenants made with the holders of the Series 2003A Bonds and is necessary and desirable both to
acquire the Facilities and for the reduction of debt service cost to the City.
5.02. Proceeds Pledged to the Escrow Fund. As of the date of delivery of and payment for the
Bonds, proceeds of the Bonds in the amount of $1,859,868.12, in addition to funds transferred from the
debt service reserve fund of the Series 2003A Bonds, are hereby pledged and appropriated and will be
deposited in the Escrow Fund for the purposes of (i) paying principal of and interest on the Series 2003A
Bonds through the Redemption Date; and (ii) redeeming and prepaying all the outstanding principal of the
Series 2003A Bonds on the redemption Date. Proceeds of the Bonds in the amount of $31,492.00 will be
deposited in the Escrow Fund to pay the costs of issuance of the Bonds.
5.03. Payment at Maturity or Redemption of Series 2003A Bonds. It is hereby found and
determined that the proceeds of the Bonds and funds available and appropriated to the Escrow Fund will
be sufficient, together with the permitted earnings on the investment of the Escrow Fund, to pay at
maturity or redemption all of the principal of, interest on and redemption premium, if any, on the
Series 2003A Bonds.
5.04. Purchase of Securities and Compliance with the Act. Securities purchased from the
monies in the Escrow Fund will be limited to securities specified in Section 475.67, subdivision 8 of the
Act. Ehlers & Associates, Inc. and/or the Escrow Agent, as agent for the City, is hereby authorized and
directed to purchase for and on behalf of the City and in its name, appropriate securities to fund the
Escrow Fund. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited
in the Escrow Fund established herein and held pursuant to the terms of the Escrow Agreement and this
resolution.
5.05. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City
Manager are hereby authorized and directed to execute on behalf of the City the Advance Refunding
Escrow Agreement (the "Escrow Agreement"). The Escrow Agreement is hereby approved in
substantially the form on file with the City on the date hereof, with such necessary and appropriate
variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor
and City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and City
Manager shall be conclusive evidence of such determination.
5.06. Notice of Redemption. The Series 2003A Bonds maturing on February 1, 2015, and
thereafter will be redeemed and prepaid on February 1, 2014, in accordance with their terms and in
accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached
hereto as EXHIBIT D, which terms and conditions are hereby approved and incorporated herein by reference.
The registrar for the Series 2003A Bonds are authorized and directed to send a copy of the Notice of Call for
Redemption to each registered holder of the Series 2003A Bonds.
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. 0
4092020 JAE HP 110-82
• 6.02. Other Documents. The Mayor and City Manager are hereby authorized and directed to
execute such other documents which are necessary and appropriate to acquire the Facilities.
6.03. Certification as to Official Statement. The Mayor and City Manager 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.
6.04. Other Certificates. The Mayor, City Manager, and 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.
6.05. Payment of Costs of Issuance. Costs of issuance of the Bonds will be paid by the Escrow
Agent pursuant to the Escrow Agreement.
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. 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:
(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
is
Section 265(b)(3) of the Code;
4092020 JAE HP 110-82 9
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2012 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2012 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 1.04 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. •
4092020 JAE HPI 10-82 10
8.04. Transfers Outside Book -Entry, System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that
they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer
and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the
provisions of this resolution. DTC may determine to discontinue providing its services with respect to the
Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under
applicable law. In such event, if no successor securities depository is appointed, the City will issue and the
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.
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.
4092020 JAE HPI 10-82 11
The motion for the adoption of the foregoing resolution was duly seconded by Member 0
Halverson, and upon vote being taken thereon, the following voted in favor thereof:
Eugene Maxwell, Molly Cummings, Jason Gadd, Kristi Halverson, and Cheryl Youakim
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
is
•
4092020 JAE HPI 10-82 12
0 Passed and adopted this 21 st day of August, 2012.
•
•
Attest:
City Clerk
4092020 JAE HP 110-82 13
CITY OF HOPKINS, MINNESOTA
Mayor
EXHIBIT A ff
PROPOSALS
is
•
Error! Unknown document property name. A-1
•
•
•
BAIRD 2013 2.000% $2,028,197.95 5178,220.38 1.5853%
Milwaukee, Wisconsin 2014 2000%
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2000%
2020 2.000%
2021 2.000%
2022 2000%
2023 2.000%
'Subsequent to bid opening the issue size was decreased to 51,905,000.
Adjusted Price - $1,892,169.83 Adjusted Net Interest Cost - $150,258.00 A*n;ted TIC -1.4177%
WWW. elller5-inC.CUm
10 E H L E R S Minnesota phone 651.697-8M M60 centre rotme D'r1ve
LLAMR$ IN rwuc riNAK6 (11f rAR nLgn n WkvrnrkMn AM1 IWMIR fax 651.007.8665 Row4o. MN 56113-1122
Error: Unknown document property name. A-2
BID TABULATION
$1,986,000" General Obligation Capital Improvement Plan Bonds, Series
2012A
CITY OF HOPKINS, MINNESOTA
SALE: August 21, 2012
AWARD: UMB BANK, NA
RATING: Standard & Pooes Credit Markets "AA"
BBI: 3.80%
NET
TRUE
NAME OF BIDDER
MATURITY RATE REOFFERING
PRICE
INTEREST
INTEREST
(February 1) YIELD
COST
RATE
UMB BANK, NA.
2013 0.350% 0.350%
$1,971,601.25
$757,432.96
1.4216%
Kansas City, Missouri
2014 0.400% 0.400%
2015 0.500% 0.500%
2016 0.6w% 0.600%
2017 0.800% 0.800%
2018 1.000% 1.000%
2019 1.150% 1.150%
2020 1.300% 1.300%
2021 1.450% 1.500%
2022 1.650% 1.700%
2023 1.800% 1.850%
BOSC, INC., A SUBSIDIARY OF BOK
2013 2.000%
52,033,753.40
5172,664.93
1.5329%
FINANCIAL CORPORATION
2014 2.000%
Menomonee Falls, Wisconsin
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
BAIRD 2013 2.000% $2,028,197.95 5178,220.38 1.5853%
Milwaukee, Wisconsin 2014 2000%
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2000%
2020 2.000%
2021 2.000%
2022 2000%
2023 2.000%
'Subsequent to bid opening the issue size was decreased to 51,905,000.
Adjusted Price - $1,892,169.83 Adjusted Net Interest Cost - $150,258.00 A*n;ted TIC -1.4177%
WWW. elller5-inC.CUm
10 E H L E R S Minnesota phone 651.697-8M M60 centre rotme D'r1ve
LLAMR$ IN rwuc riNAK6 (11f rAR nLgn n WkvrnrkMn AM1 IWMIR fax 651.007.8665 Row4o. MN 56113-1122
Error: Unknown document property name. A-2
$1,985,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
City of Hopkins, Minnesota
Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(F*bruary 1) YIELD COST RATE
UNITED BANKERS' BANK
Bloomington, Minnesota
JANNEY MONTGOMERY SCOTT LLC
Philadelphia, Pennsylvania
FTN FINANCIAL CAPITAL MARKETS
Memphis, Tennessee
2013 0.350%
2014 0.450%
2015 0.550%
2016 0.650%
2017 0.850%
2018 1.150%
2019 1.400%
2020 1.600%
2021 1.750%
2022 1.900%
2023 2.000%
2013 2.000%
2014 2.000%
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2013 2.000%
2014 2.000%
2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 4.000%
2022 4.000%
2023 4.000%
Error! Unknown document property name. A-3
$1,965,150.00$186,843.71 1.6899%
$2,016,871-05$189,547.28 1.6928%
$2,089,245.00$226,120.00 1.9496%
•
•
•
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
SERIES 2012A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ September 13, 2012
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
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
February 1, 2013, to the person in whose name this Bond is registered at the close of business on the
fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon
and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the
United States of America by check or draft by Bankers Trust Company, Des Moines, Iowa, as Bond
Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor 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, 2020, and on any day thereafter to prepay Bonds due on or
after February 1, 2021. 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 $1,905,000 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 August 21, 2012 (the "Resolution"), for the
purpose of providing money to acquire certain facilities in the City by prepaying outstanding lease
payments under a Lease -Purchase Agreement, dated as of June 1, 2003, between the Housing and
Redevelopment Authority in and for the City of Hopkins, Minnesota (the "Authority") and the City, and
to refund certain outstanding lease -revenue obligations of the Authority issued to finance the facilities.
The principal hereof and interest hereon are payable in part from ad valorem taxes, as set forth in the
Error! Unknown document property name. B-1
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 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.
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of interest expense for financial institutions and within
the $10 million limit allowed by the Code for the calendar year of issue.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on 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 Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance
of this Bond in order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or
statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: September 13, 2012
CITY OF HOPKINS, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
Error! Unknown document property name. B-2
•
•
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BANKERS TRUST COMPANY
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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:
• 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
Error! Unknown document property name. B-3
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, STEMP, SEMP or
MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning 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
Cede & Co.
Federal ID #13-2555119
Error! Unknown document property name. B-4
Signature of
Officer of Registrar
0
0
is
• EXHIBIT C
TAX LEVY SCHEDULE
Tax Levy Cantu/ation For.
City of Hopkins, Minnesota
$1,905,000 General Obligation Capital Irnprovement Plan Bonds, Series 2012A
Dated Date: 9/13/2012
Levy
Collett
Pay
Total
P & I
Net
Year
Year
Year
P & I
x 105%
Levy
• 2011
2012
/ 2012
/ 2013
/ 2013
/ 2014
147,490.33
189,050.00
154,864.85
198,502.50
154,864.85
198,502.50
2013
/ 2014
/ 2015
183,370.00
192,538.50
192,538.50
2014
/ 2015
/ 2016
192,545.00
202,172.25
202,17225
2015
/ 2016
/ 2017
191,495.00
201,069.75
201,069.75
2016
/ 2017
/ 2018
190,095.00
199,599.75
199,599.75
2017
/ 2018
/ 2019
188,345.00
197,76225
197,76225
2018
/ 2019
/ 2020
191,332.50
200,899.12
200,899.12
2019
/ 2020
/ 2021
188,992.50
198,442.12
198,442.12
2020
/ 2021
/ 2022
191,382.50
200,951.62
200,951.62
2021
/ 2022
/ 2023
188,330.00
197,746.50
197,746.50
Totals
2,042,427.83
2,144,549.22
2,144,54922
•
Excess bond proceeds in the wK"t of $809.71 (contingency) will be deposited
into the Debt Service Fend for the Series 2012A Bonds.
Error! Unknown document property name. C_1
EXIIIBIT D •
NOTICE OF CALL FOR REDEMPTION FOR
$3,050,000
Housing and Redevelopment Authority in and for the
City of Hopkins, Minnesota
Public Facility Lease Revenue Bonds
Series 2003A
(Police Station Improvements)
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Hopkins,
Hennepin County, Minnesota (the "City"), there have been called for redemption and prepayment on
February 1, 2014
all outstanding bonds designated as Public Facility Lease Revenue Bonds, Series 2003A (Police Station
Improvements), issued by the Housing and Redevelopment Authority in and for the City of Hopkins,
Minnesota, dated June 1, 2003, having stated maturity dates of February 1 in the years 2015 through
2024, both inclusive, totaling $1,765,000 in principal amount, and with the following CUSIP numbers:
Year of Maturity
Amount
CUSIP
•
2015
$145,000
43987T BF9
2016
155,000
43987T BG7
2017
160,000
43987T BH5
2018
165,000
43987T BJ1
2019
170,000
43987T BK8
2020
180,000
43987T BL6
2021
185,000
43987T BM4
2022
195,000
43987T BN2
2023
200,000
43987T BP7
2024
210,000
43987T BQ5
The bonds are being called at a price of par plus accrued interest to February 1, 2014, 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 Bankers Trust Company, 453 Seventh
Street, Des Moines, Iowa 50309, on or before February 1, 2014.
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 (Rev. December 2011), will satisfy the requirements of this •
paragraph.
Error! Unknown document property name. D-1
•
•
Dated:
Error! Unknown document property name. D-2
BY ORDER OF THE CITY COUNCIL
By /s/ Mike Mornson
City Manager
City of Hopkins, Minnesota
r
0
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF HOPKINS )
I, Kristine A. Luedke, being the duly qualified and acting City Clerk of the City of Hopkins,
Hennepin County, Minnesota (the "City"), do hereby certify that I have carefully compared the attached
and foregoing extract of minutes of a regular meeting of the City Council of the City held on
August 21, 2012 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 Capital
Improvement Plan Bonds, Series 2012A, in the original aggregate principal amount of $1,905,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 29th day
of August, 2012.
(SEAL)
KRISTINE A. LUEDKE
Notaft oma �eot-Han�ao nm" pw Nci
mm term to k�detennkiala
Error! Unknown document property name.
Kristine A. Luedke, City Clerk
City of Hopkins, Minnesota