2007-046RESOLUTION N0.2007-046
A RESOLUTION AWARDING THE SALE OF ~ 1,955,000
GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND
BONDS, SERIES 2007B;
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, Hennepin County,
Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01 On June 19, 2007, the City Council of the City authorized the sale of $1,955,000
General Obligation Permanent Improvement Revolving Fund Bonds, Series 2007B (the
"Bonds") to finance the costs of the City's 2006 and 2007 street improvement programs (the
"Improvements") through the City's Permanent Improvement Revolving Fund (the "PIR Fund").
The Bonds will be issued pursuant to Minnesota Statutes, Chapter 475 (the "Act") and the City
Charter of the City of Hopkins, Minnesota (the "Charter").
1.02. The bid of (the "Purchaser") to purchase the Bonds
described in the Terms of Proposal thereof and as provided for in Exhibit A of this Resolution is
hereby found and determined to be the most favorable bid received pursuant to duly advertised
notice of sale and shall be and is hereby accepted, the bid being to purchase the Bonds at a price
of $ plus accrued interest to date of delivery, for Bonds bearing interest as
follows:
Year of Maturity Interest Rate Year of Maturity Interest Rate
2009 2014
2010 2015
2011 2016
2012 2017
2013 2018
True interest cost:
1.03. The sum of $ being the amount bid by the Purchaser in excess of
$ will be credited to the Debt Service Fund hereinafter created or deposited in the
PIR Fund under Section 4 hereof, as determined by the City's financial advisor. The City
Finance Director is directed to retain the good faith check of the Purchaser, pending completion
of the sale of the Bonds, and to return the good faith checks of the unsuccessful bidders
forthwith. The Mayor and the City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. They City will forthwith issue and sell the Bonds pursuant to the Act and Section
7.14, Subdivision 2 of the Charter in the total principal amount of $ ,originally dated
August 14, 2007, in the denomination of $5,000 each or any integral multiple thereof, numbered
No . R- l , upward, bearing interest as above set forth, and which mature serially on February 1 in
the years and amounts as follows:
Year of Maturity Interest Rate Year of Maturity Interest Rate
2009 2014
2010 2015
2011 2016
2012 2017
2013 2018
1.05. Optional Redemption. The City may elect on February 1, 2015 and on any
interest payment date thereafter to prepay Bonds maturing on or after February 1, 2016.
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 7 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.
1.06. Term Bonds. To be completed if Term Bonds are requested by the Purchaser.
Section 2. Registration and Patent.
2.01. Registered Form. The Bonds shall 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 such Bond shall 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 such 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,
2008, to the owner 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, and shall maintain, a bond registrar, transfer
agent, authentication 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 ster. 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 such
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 any 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 registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds, the
Registrar may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other government charge required to be paid with respect to
the transfer or exchange.
(h) Mutilated, Lost, Stolen or DestroXed 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 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 in the manner 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 any proceeding 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 Re istrar. 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, such corporation is authorized to act
as successor Registrar. The City agrees to pay the reasonable and customary charges of the
Registrar for services performed. The City reserves the right to remove the Registrar upon 30
days' notice and upon the appointment of a successor Registrar, in which event the predecessor
Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must
deliver the bond register to the successor Registrar. On or before each principal or interest due
date, without further order of this Council, the City Finance Director must transmit to the
Registrar 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 all signatures may be printed, engraved or lithographed
facsimiles of the originals. In case any officer whose signature or a facsimile of whose signature
appears on the Bonds ceases to be such officer before the delivery of any Bond, such 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 such 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 each 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 Finance Director shall 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. The Bonds will be printed in substantially the following form:
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND BOND,
SERIES 2007B
Rate Maturity Date of Original Issue CUSIP
February 1, 20 August 14, 2007
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, 2008, 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, 2015, and on any date thereafter, to prepay Bonds of
this issue maturing on or after February 1, 2016. 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 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 $ 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 July 17, 2007
(the "Resolution"), for the purpose of providing money to finance the certain public
improvements, pursuant to and in full conformity with the home rule charter of the City,
including Section 7.14, Subdivision 2 thereof, and the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Chapter 475, and the principal hereof and interest
hereon are payable from the City's Permanent Improvement Revolving Fund, including special
assessments and ad valorem taxes pledged thereto, as set forth in the Resolution to which
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event
of any deficiency in special assessments and taxes pledged, which additional taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully
registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities.
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 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 signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated:
CITY OF HOPKINS, MINNESOTA
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BANKERS TRUST COMPANY
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, shall
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
UNIF GIFT MIN ACT Custodian
(Gust) (Minor)
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts or
Transfers to Minors
Act. ..............
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto the within
Bond and all rights thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept
for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration
or any change whatever.
Signature Guaranteed
NOTICE; Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
Please insert social security or other
identifying number of assignee
(Include information for all j Dint owners
if this Bond is held by j Dint 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.
Date of Registration
Registered Owner
Signature of
Officer of Re istrar
3.02. The City manager 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. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation
Permanent Improvement Revolving Fund Bonds, Series 2007B, Debt Service Fund (the "Debt
Service Fund") hereby created within the PIR Fund. The proceeds of ad valorem taxes
hereinafter levied (the "Taxes"), and special assessments (the "Assessments") levied or to be
levied for the Improvements financed by the Bonds are hereby pledged to the PIR Fund, and
monies in the PIR Fund in the amount necessary to pay when due 105% of the principal and
interest on the Bonds are pledged to the Debt Service Fund.
(b) If any payment of principal of or interest on the Bonds shall become due when
there is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director
is directed to pay such principal or interest from the general fund of the City, and the general
fund will be reimbursed for such advances out of the proceeds of Assessments and Taxes when
collected.
(c) There is also appropriated to the Debt Service Fund any amount over the
minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt
Service Fund in accordance with Section 1.03.
(d) The proceeds of the Bonds, less the appropriations made in paragraph (c),
together with any other funds appropriated for the Improvements will be deposited in the PIR
Fund to be used solely to defray expenses of the Improvements. Any balance remaining in the
construction fund after completion of the Improvements may be used to pay the cost in whole or
in part of any other improvement that may be financed through the PIR Fund under the City
Charter.
Cede & Co.
Federal ID # 13 -25 S 5119
4.02. Cit~Covenants. It is hereby determined that the Improvements will directly and
indirectly benefit abutting property, and the City hereby covenants with the holders from time to
time of the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvements
to be promptly levied so that the first installment will be collectible not later than 2009
and will take all steps necessary to assure prompt collection, and the levy of the
Assessments is hereby authorized. The City Council will cause to be taken with due
diligence all further actions that are required for the construction of each Improvement
financed wholly or partly from the proceeds of the Bonds, and will take all further actions
necessary for the final and valid levy of the Assessments and the appropriation of any
other funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Assessments and
Taxes, the City Council will levy additional ad valorem taxes in the amount of the current
or anticipated deficiency.
(c) The City will keep complete and accurate books and records showing:
receipts and disbursements in connection with the Improvements, Assessments and Taxes
levied therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually
and will furnish copies of such audit reports to any interested person upon request.
4.03. For the purpose of paying the principal of and interest on the Bonds, there is
levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City,
which shall be spread upon the tax rolls and collected with and as part of other general taxes of
the City. Such tax will be credited to the Debt Service Fund above provided and will be in the
years and amounts as follows (year stated being year of levy, for collection in the following year):
(See Exhibit B)
4.04. It is hereby determined that the estimated collections of Assessments and the
foregoing 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 the City Manager may annually, at the
time the City makes its tax levies, may certify to the Taxpayer Services Division Manager of
Hennepin County the amount available in the Debt Service Fund to pay principal and interest
due during the ensuing year, and the Taxpayer Services Division Manager of Hennepin County
will thereupon reduce the levy collectible during such year by the amount so certified.
4.04. 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 Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records
of the City relating to the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their control,
relating to the validity and marketability of the Bonds and such instruments, including any
heretofore furnished, may be deemed representations of the City as to the facts stated therein.
5.02. 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.
5.03 Payment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to^the payment of issuance expenses (other than amounts
payable to Kennedy & Graven, Chartered as Bond Counsel) to Bankers Trust Company, Des
Moines, Iowa on the closing date for further distribution as directed by the City's financial
adviser, Ehlers & Associates, Inc.
Section 6. Tax Covenants.
6.01. 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.
6.02. 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 and 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.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. 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 7. Book-EntrX S, stem.
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 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,
7.02. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City and the Registrar 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 and the Registrar 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 Registrar, acting as 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.
7.03. 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.
7.04. Transfers ,Outside Boolc-Entry S. stem. 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.
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 name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements as set forth in the Representation Letter.
Section 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 Certificate. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Certificate will not
be considered an event of default with respect to the Bonds; however, any Bondholder may take
such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this section.
8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery
of the Bonds, as originally executed and as it may be amended from time to time in accordance
with the terms thereof.
Section 9. Defeasance.
9.01. 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 bf 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.
Passed and adopted this 17t" day of July, 2007.
CITY OF HOPKINS, MINNESOTA
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Attest:
City Clerk