2002-106
CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 2002-106
A RESOLUTION AWARDING THE SALE OF $2,490,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2002A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City COlillcil of the City of Hopkins, Hennepin County,
Minnesota (City) as follows:
Section 1.
Sale of Bonds.
1.01. It is hereby detennined that:
(a) the City and the Housing and Redevelopment Authority in and for the City
of Hopkins (BRA) have adopted a tax increment financing plan (TIF Plan) for Tax
Increment Financing District No. 2-11 (TIF District) within Redevelopment Project No.1
(Project).
(b) the City is authorized by Section 469.178 of the TIF Act to issue aIld sell its
general obligations to pay all or a portion of the public redevelopment costs (Costs) related
to the Project as identified in the redevelopment plan and TIF plan for the TIF District.
( c) the following Costs to be fmanced by the Bonds aI"e authOlized by the TIF
Plan:
Public improvements (Excelsior Blvd Interchange
within TIF District)
Bond Discount
Cost ofIssuance
$ 2,398,583
TOTAL
21,417
30,000
2,450,000
(d) it is necessary and expedient to the sound financial management of the
affairs of the City to issue $2,490,000 General Obligation Tax hlcrement Bonds, Series
2002A (Bonds) to provide financing for the Costs.
(e) The staff of the City and the BRA have prepared a form of Tax hlcrement
Pledge Agreement (TIF Agreement) under which the BRA agrees to make tax increments
from Tax Increment District No. 2-11 available to the City to pay plincipal of aIld interest
on the bonds authorized by tlus Resolution. The form of the Tax Increment Agreement is
approved. The Mayor and City Clerk are authorized and directed to execute aIld deliver the
TIF Agreement on behalf ofthe City.
SJB-223445vl
HPllO-66
1.02. The proposal of (purchaser) to
purchase $2,450,000 General Obligation Tax Increment Bonds, Series 2002 (Bonds) of the City
described in the Terms of Proposal thereof is found and detennined to be a reasonable offer aI1d is
hereby accepted, the proposal being to purchase the Bonds at a plice of $ plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of
Matrnity
2004
2005
2006
2007
2008
2009
2010
2011
2012
2013
Interest
Rate
Year of
Maturity
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
Interest
Rate
True interest cost:
1.03. The sum of$ being the aIllOlmt proposed by the Purchaser in excess of
$2,428,583 will be credited to the Debt Service Fund hereinafter created. The City FinaI1ce Director
is directed to retain the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to return the good faith checks of the unsuccessful proposers forthwith. The Mayor and
City Finance Director are directed to execute a contract with the Purchaser on behalf ofthe City.
1.04. The City will fOlihwith issue and sell the Bonds pursuant to Minnesota Stahltes,
Chapter 469 aI1d 475 (collectively, the Act), in the total plincipal aIllount of $2,490,000, Oliginally
dated as ofthe date of delivery, in the denomination of $5,000 each or aI1Y integral multiple thereof,
munbered No. R-1, upward, bearing interest as above set forth, and mahuing serially on FebruaI)' 1
in the years aIld aInOlmts as follows:
Year AmOlmt Year Amolmt
2004 70,000 2014 120,000
2005 85,000 2015 120,000
2006 90,000 2016 130,000
2007 90,000 2017 135,000
2008 95,000 2018 140,000
2009 100,000 2019 155,000
2010 100,000 2020 155,000
2011 105,000 2021 170,000
2012 110,000 2022 180,000
2013 l15,000 2023 190,000
1.05. Optional Redemption. The City may elect on FebruaI)' 1, 2013 and on any day
thereafter to prepay Bonds due 011 or after February 1, 2014. Redemption may be in whole or in
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part and if in paIi, at the option of the City aIld in such maImer 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 7 hereof) of the particular aIllount of such maturity to be prepaid. DTC will determine by
lot the aIllount 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 FOlm. The Bonds will be issued only in fully registered fOl1ll. The
interest thereon aIld, upon surrender of each Bond, the principal aInount thereof, is payable by check
or draft issued by the Registrar desclibed 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 ofthe date of original issue. The interest on the Bonds
is payable on February 1 and August 1 of each year, commencing August 1, 2003, to the registered
owners of record as of the close of business on the fifteenth day of the immediately preceding
month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent aIld paying agent (Registrar). The effect of registration and the rights and duties of the City
aIld the Registrar with respect thereto are as follows:
(a) Register. The RegistraI" 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, trans felTed or
exchanged.
(b) Transfer of Bonds. Upon sUlTender for transfer of a Bond duly endorsed by
the registered oWner thereof or accompaIued by a written instnunent of traIlS fer, in fonn
satisfactory to tlle Registrar, duly executed by the registered owner thereof or by all attomey
duly authorized by the registered owner in writing, the Registrar will authenticate and
deliver, in the naI11e of the designated traIlsferee or traIlsferees, one or more new Bonds of a
like aggregate principal aIllOlmt and maturity, as requested by the transferor. The RegistraI"
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 aI"e sUlTendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal aIllOlmt and matruity as requested by the registered owner or the owner's
attomey in writing.
(d) Cancellation. Bonds slUTendered upon transfer or eXChaIlge will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
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( 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 such Bond or separate instnunent 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 RegistraI" may treat the person in
whose nmne 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 accOlmt
of, the principal of and interest on the Bond aIld 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 ofthe sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a chaI"ge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for
any tax, fee or other governmental chaI-ge required to be paid with respect to the traIlS fer or
exchange.
(h) Mutilated, Lost, Stolen or Destroved Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like mnount, 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;
aIld, in the case of a Bond destroyed, stolen or lost, upon filing with the RegistraI- of
evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership
thereof, aIld upon fmIDshing to the Registrar all appropliate bond or indelllility in fonn,
SubstaI1Ce and aInOlmt satisfactory to the Registrar, in which both the City and the Registrar
must be nmned 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
aCCOrdaI1Ce with its terms it is not necessary to issue a new Bond prior to payment.
(i) Redemption. In the event aI1Y of the Bonds aI"e 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) not more than 60 aIld not
less thaIl 30 days prior to the date fixed for redemption to the registered owner of each Bond
to be redeemed at the address shown on the registration books kept by the RegistraI" and by
publishing the notice if required by law. Failure to give notice by publication or by mail to
aI1Y registered owner, or aI1Y defect therein, will not affect the validity ofthe proceedings for
the redemption of Bonds. Bonds so called for redemption will cease to bear interest after
the specified redemption date, provided that the nmds for the redemption are on deposit with
the place of payment at that time.
2.04. Appointment of Initial RegistraI". The City appoints BaIlkers Trust COmpaI1Y, Des
Moines, Iowa, as the initial RegistraI". The Mayor and the City Manager are authOlized to execute
and deliver, on behalf of the City, a contract with the RegistraI-. Upon merger or consolidation of
4
the Registrar with another corporation, if the resulting corporation is a baIllc or trust company
authorized by law to conduct such business, the resulting corpor<;ttion is authorized to act as
successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar
for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice
and upon the appointment of a successor Registrar, in which event the predecessor Registrar must
deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond
register to the successor Registrar. On or before each principal or interest due date, without further
order of this Council, the City Finance Director must traI1Smit to the RegistraI" moneys sufficient for
the payment of all principal aIld interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared lmder the
direction of the City MaIlager and executed on behalf of the City by the signatures of the Mayor aIld
the City MaIlager, provided that all signatures may be printed, engraved or lithographed facsimiles
of the originals. If an officer whose signature or a facsimile of whose signahlre appeaI"s on the
Bonds ceases to be such officer before the delivery of any Bond, that signahrre or facsimile will
nevertheless be valid and sufficient for all plU1Joses, the SaIne as if the officer had remained in office
lUltil 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 lmless and until a certificate of
authentication on the Bond has been duly executed by the manual signahrre of all authOlized
representative of the RegistraI". Celiificates of authentication on different Bonds need not be signed
by the SaIne 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 prepaI"ed, executed aIld authenticated, the City Finance Director will deliver the SaIne to the
Purchaser upon payment of the purchase plice in accordance with the contract of sale heretofore
made aIld executed, and the Purchaser is not obligated to see to the application of the purchase
pnce.
2.06. Temporary Bonds. The City may elect to deliver in lieu ofplinted definitive Bonds
one or more typewritten temporaIY Bonds in substantially the fOlm set forth in Section 3 with such
ChaIlges as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution aIld delivery of definitive Bonds the temporaIY Bonds will be exchaIlged therefor and
cancelled.
Section 3.
Form of Bond.
3.0 l. The Bonds will be printed or typeWlitten in substaIltially the following fOlm:
5
[Face of the Bond]
No.R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
$
GENERAL OBLIGATION TAX INCREMENT BOND, SERIES 2002A
Rate
Maturity
Original Issue
CUSIP
December _, 2002
[Registered Owner: Cede & Co.]
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hemlepin County, Minnesota (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, 2003, 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 aI"e payable in
lawful money of the United States of America by check or draft by BaIlkers Trust Company, Des
Moines, Iowa as Bond RegistraI", Paying Agent, Transfer Agent and Authenticating Agent, or its
designated successor under the Resolution described herein. For the prompt and full payment of
such pl1ncipal and interest as the same respectively become due, the fhll faith aIld credit and taxing
powers ofthe City have been and are hereby ilTevocably pledged.
The City may elect on February 1, 2013, and on aI1Y day thereafter to prepay Bonds due on
or after February 1,2014. Redemption may be in whole or in part and ifin part, at the option of the
City aIld in such manner as the City will detennine. If less than all Bonds of a maturity are called
for redemption, the City will notify Depository Trust Company (DTC) of the particular aInount of
such maturity to be prepaid. DTC will detennine by lot the aInOlmt of each participaIlt'S interest in
such maturity to be redeemed and each paIiicipant 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.
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This Bond is one of an issue in the aggregate principal mnount of $2,490,000 all of like
Oliginal issue date and tenor, except as to number, maturity date, redemption privilege, and interest
rate, all issued pmsuant to a resolution adopted by the City Council on November 19, 2002 (the
Resolution), for the purpose of providing money to aid in financing the public redevelopment costs
of a project (project), pursuant to and in full confonnity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 469.174
to 469.1799, the Minnesota Tax Increment Financing Act, and Minnesota Statutes, Sections
469.001 through 469.047, and the principal hereof and interest hereon are payable plimarily from
tax increments resulting from increases in taxable valuation of real property in a tax increment
financing district in the Project, 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
ilTevocably pledged for payment of this Bond and the City COIUlCil has obligated itself to levy ad
valorem taxes on all taxable property in the City in the event of aI1Y deficiency in tax increments
pledged, which taxes may be levied without limitation as to rate or aInOlUlt. The Bonds of this
selies are issued only as fully registered Bonds in denominations of $5,000 or aI1Y integral multiple
thereof of single maturities.
As provided in the Resolution aIld subject to certain limitations set forth therein, tins Bond is
traIlsferable upon the books of the City at the plincipal office of the Bond RegistraI", 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 RegistraI",
duly executed by the registered owner or the owner's attorney; aIld may also be slmendered in
eXChaIlge 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 nmne of the transferee or registered owner, of
the smne aggregate principal mnount, bearing interest at the smne rate and maturing on the smne
date, subject to reimbursement for aI1Y tax, fee or governmental charge required to be paid with
respect to such traIlS fer or exchange.
The City and the Bond Registrar may deem and treat tile person in whose nmne this Bond is
registered as the absolute owner hereof, whether tillS Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, aIld neither the City nor the Bond Registrar will be
affected by aI1Y notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions aIld 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 perfonned preliminary to aIld in the
issuance of this Bond in order to make it a valid aIld 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 constihltional, statutory or charter limitation of indebtedness.
Tlns Bond is not valid or obligatory for aI1Y purpose or entitled to any security or benefit
under the Resolution lUltil the Certificate of Authentication hereon has been executed by the Bond
RegistraI" by maI1Ual signature of one of its authorized representatives.
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IN WITNESS WHEREOF, the City of Hopkins, Hennepin COlll1ty, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Manager and has caused this Bond to be dated as ofthe date set forth below.
Dated:
CITY OF HOPKINS, MINNESOTA
(Facsimile)
(Facsimile)
City MaIlager
Mayor
CERTIFICATE OF AUTHENTICATION
This is one ofthe Bonds delivered pursuant to the Resolution mentioned within.
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
111 common
UNlF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
Act.
(State)
Additional abbreviations may also be used though not in the above list.
8
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers lmto
the within Bond and all rights thereunder, aIld
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 cOlTespond with the nmne
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 Progrmn ("STAMP"), the Stock Exchange Medallion Pro graIn
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Progrmn ("MSP") or other
such "signature guarantee pro graIn" as may be detennined by the RegistraI' in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as mnended.
The Bond Registrar will not effect traIlsfer of this Bond lmless the information concerning
the assignee requested below is provided.
Nmne aIld Address:
(Include infonnation for all joint owners if this Bond
is held by joint account.)
Please insert social security or other
identifying number of assignee
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PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the naIlle of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of RegistraI"
Cede & Co.
Federal ID #13-2555119
3.02. The City Clerk is 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 to cause the opinion to be printed on or accompany each Bond.
Section 4.
Pavrnent Security; Pledges and Covenants.
4.01. (a) The Bonds are payable from the General Obligation Tax Increment Bonds,
Series 2002A Debt Service Flmd (Debt Service Fund) hereby created, aIld all tax increments (Tax
Increments) from the TIP District received by the City pursuant to the TIP Agreement aI"e pledged
to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when
there is not sufficient money in the Debt Service Fund to pay the SaIne, the City Finance Director is
directed to pay such principal or interest from the general nmd of the City, and the general fund will
be reimbursed for those advances out of the proceeds of Tax Increments when received. There is
appropriated to the Debt Service Flmd (i) capitalized interest nmded from Bond proceeds, if aI1Y, (ii)
aI1Y aIllOlmt over the minimum purchase price paid by the Purchaser, aIld (iii) the accrued interest
paid by the Purchaser upon closing aIld delivery of the Bonds.
(b) Proceeds of the Bonds, less aIllOlUltS appropriated to Debt Service Flmd under
Section 4.01(a) and aIllounts used to pay costs ofissUaI1Ce of the Bonds, will be made available to
pay public redevelopment costs ofthe Project in aCCOrdaI1Ce with the TIP Agreement.
4.02. It is determined that the estimated collection of Tax Increments for payment of
plincipal and interest on the Bonds pursuant to the TIP Agreement will produce at least five percent
in excess ofthe aIllOlmt needed to meet, when due, the plincipal and interest payments on the Bonds
and that no tax levy is needed at tllis time.
4.03. The City Clerk is directed to file a certified copy of tllis Resolution with the
Taxpayer Services Division Manager of Hennepin COlmty aIld obtain the certificate required by
Minnesota Statutes, Section 475.63.
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Section 5.
Authentication of Transcript.
5.01. The officers of the City are authorized aIld directed to prepare and fllmish to the
Pm-chaser 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 tmder their control, relating to the validity
and marketability of the Bonds, and such instruments, including any heretofore fumished, will be
deemed representations ofthe City as to the facts stated therein.
5.02. The Mayor, City Manager aIld City FinaI1Ce Director aI"e authorized aIld directed to
certify that they have examined the Official Statement prepared and circulated in connection with
the issuance and sale of the Bonds aIld that to the best of their knowledge and belief the Official
Statement is a complete and accm-ate representation of the facts aIld representations made therein as
ofthe date of the Official Statement.
5.03. The City authorizes the Pm-chaser to forward the aIllOlmt of Bond proceeds allocable
to the payment of issuance expenses (other than aIllOlmts payable to Kemledy & Graven, Chartered
as Bond COlmsel) to U.S. Tmst Company, Minneapolis, Minnesota on the closing date for further
distribution as directed by the City's finaIlcial adviser, Ehlers & Associates, Inc.
Section 6.
Tax COVenaIlt.
6.01. The City covenants and agrees with the holders from time to time of the Bonds that
it will not take or pennit to be talcen 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 Intemal Revenue
Code of 1986, as aInended (the Code), aIld the Treasury Regulations promulgated theretmder, in
effect at the tinle of such actions, and that it will take or cause its officers, employees or agents to
talce, all affinnative action within its power that may be necessary to ensm-e that such interest will
not become subject to taxation tUlder the Code aIld applicable Treasmy Regulations, as presently
existing or as hereafter amended and made applicable to the Bonds.
6.02. The City will comply with requirements necessary tmder the Code to establish aIld
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 aInOlmts invested at a yield greater than the yield on the Bonds and the rebate of
excess investment earnings to the United States.
6.03. The City fwiher COVenaIlts not to use the proceeds of the Bonds or to cause or permit
them or aI1Y of them to be used, in such a maImer as to cause the Bonds to be "private activity
bonds" within the meaning of Sections l03 and 141 through 150 ofthe Code.
6.04. The City will use its best effOlis to comply with any federal procedm-al requirements
which may apply in order to effectuate the designations made by this section.
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Section 7. Book-Entry System; Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
Registrar in the nmne of Cede & Co., as nominee for The Depository Tmst COmpaI1Y, New York,
New York, aIld its successors and assigns (DTC). Except as provided in this section, all of the
outstanding Bonds will be registered in the registration books kept by the Bond RegistraI" in the
nmne of Cede & Co., as nominee ofDTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond RegistraI"
in the nmne of Cede & Co., as nominee ofDTC, the City, the Bond RegistraI" and the Paying Agent
will have no responsibility or obligation to any broker dealers, banks aIld other financial instihltions
f):om time to time for which DTC holds Bonds as securities depository (participants) or to any other
person on behalf of which a ParticipaIlt holds all 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 aI1Y
PaIiicipant or aI1Y other person (other than a registered owner of Bonds, as shown by the registration
books kept by the Bond Registrar,) of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to aI1Y Participant or any other person, other than a registered owner
of Bonds, of any anlount with respect to principal of, premium, if any, or interest on the Bonds. The
City, the Bond RegistraI" and the Paying Agent may treat aIld consider the person in whose name
each Bond is registered in the registration books kept by the Bond Registrar as the holder aIld
absolute owner of such Bond for the purpose of payment of principal, premium and interest with
respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all
other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the
Bonds only to or on the order of the respective registered owners, as shown in the registration books
kept by the Bond Registrar, and all such payments will be valid and effectual to fully satisfy aIld
discharge the City's obligations with respect to payment of principal of, premimn, if any, or interest
on the Bonds to the extent of the smn or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Bond Registrar, will receive a celiificated
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 ofDTC; and upon receipt of such a
notice, the City Manager will promptly deliver a copy of the smne to the Bond Registrar and Paying
Agent.
7.03. Representation Letter. The City has heretofore executed aIld delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
plincipal of, premium, if any, and interest on the Bonds aIld notices with respect to the Bonds. Any
Paying Agent or Bond Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation letter with
respect to the Bond RegistraI" and Paying Agent, respectively, to be complied with at all times.
7.04. 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
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notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, traIlsfer and exchange Bond certificates as requested by DTC and any other registered
owners in accordance with the provisions of this Resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and
discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Bond RegistraI' will
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the nmne of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if aI1Y, aIld interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. The City hereby covenants and agrees that it will comply with and carry out all of the
provisions of the Continuing Disclosure Celiificate. NotwithstaIlding 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 tmder tins section.
8.02. "Continuing Disclosure Celiificate" means that certain Continuing Disclosure
Celiificate executed by the Mayor aIld City MaIlager aIld dated the date of iSSUaI1Ce aIld delivery of
the Bonds, as Oliginally executed aIld as it may be aInended from time to time in accordance with
the telIDS thereof.
Passed aIld adopted this 19th day of November, 2002.
CITY OF HOPKINS, MINNESOTA
BYtz:/~
ayor
ZZla
. V/1f %ffla//AJ
City Clerk
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