1999-023
RESOLUTION N0.99-023
A RESOLUTION AWARDING THE SALE OF $1,465,000
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS
SERIES 1999A; 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 (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of (Purchaser) to purchase
$ Taxable General Obligation Housing Improvement Area Bonds, Series 1999A
(Bonds) of the City described in the Terms of Proposal thereof is found and determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of
$ plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of
Ma_ turity
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
True interest cost:
Interest Year of Interest
ate Maturity Rate
~~ 2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
1.02. The sum of $ being the amount proposed by the Purchaser in excess of
$ will be credited to the Debt Service Account in the Housing Fund hereinafter
created. 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 forthwith. The Mayor and City Manager are duected to execute a contract with the
Purchaser on behalf of the City.
1.03. The City shall forthwith issue and sell the Bonds in the total principal amount of
$1,465,000, originally dated May 1, 1999, in the denomination of $5,000 each or any integral
multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature
serially on February 1 in the years and amounts as follows:
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Y A
Year Amount ear mount
2002 $40,000 2012 $ 70,000
2003 40,000 2013 75,000
2004 45,000 2014 80,000
2005 45,000 2015 85,000
2006 50,000 2016 90,000
2007 55,000 2017 95,000
2008 55,000 2018 100,000
2009 60,000 2019 110,000
2010 65,000 2020 115,000
2011 65,000 2021 125,000
1.04. Optional Redemption. The City may elect on February 1, 2009, and on any date
thereafter to prepay Bonds due on or after February 1, 2010. 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 6 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. All
prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Re is~ tered 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 fast interest payment
date, in which case such Bond will be dated as of the date of original issue. The interest bn the
Bonds will be payable on February 1 and August 1 of each year, commencing August 1, 1999, 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, authenticating agent and paying agent (Registrar). The effect of registration and the rights
and duties of the Ciry and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds and
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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 Registraz
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 Registraz 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 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 governmental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated. Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost, upon
the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registraz
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
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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. ff 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) not more than 60 and not
less than 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 Registrar and by
publishing the notice in the manner required bylaw. Failure to give notice by publication or
by mail to any registered owner, or arty 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. AQpointment of Initial Registrar. The City appoints ,
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 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 Clerk 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. Notwith$tanding 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 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 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.
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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 snore 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:
Face of the Bond
UNITED STATES OF AMERICA
STATE OF M~TNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
TAXABLE GENERAL OBLIGA'T'ION HOUSING IMPROVEMENT AREA BONDS
SERIES 1999A
Rate Maturity
No.
February 1,
Registered Owner: Cede & Co.
CUSIP
The City of Hopkins, Minnesota, a duly organized and existing municipal corporation in
Hennepin 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 yeaz,
commencing February 1, 1998, 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 unmediately 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 ,
^, 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.
Date of
Original Issue
May 1, 1999
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Additional provisions of this Bond contained on the reverse hereof have the same effect as
though fully set forth in this place.
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 manual 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
•
By
Authorized Representative
Reverse of the Bond
This Bond is one of an issue in the aggregate principal amount of $1,573,000 all of like
original issue date and tenor, except as to number, maturity date, and interest rate, all issued
pursuant to a resolution adopted by the City Council on April 6, 1999 (the Resolution), for the
purpose of providing money to aid in financing various housing improvements within a housing
improvement area in the City, pursuant to and in full conformity with the Constitution and laws of
the State of Minnesota, including Minnesota Statutes, Chapter 475, 1994 Minnesota Laws, Chapter
S$7, Article 9, Sections 22 through 31, and the City' s home rule charter and the principal hereof
and interest hereon are payable primarily from certain housing iJnprovement fees levied or to be
levied on property within the housing improvement area in which the housing improvements are
located, as set forth in the Resolution to which reference is made for a full statement of rights and
powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment
of this Bond and the City Council has obligated itself to levy ad valorem taxes on all taxable prop-
erty in the Ciry in the event of any deficiency in revenues pledged, which taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully registered
• - Bonds in denominations of $5,000 or any integral multiple thereof of single maturities.
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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 Bands 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 shall be
affected by any notice to the contrary.
TT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota and- the
City' s home rule charter 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.
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 Ur
in common
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
~ GIFT MIN ACT Custodian
(Gust) (Minor)
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
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~~~d .~
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:
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 Bond 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
3.02. The City Clerk shall obtain a copy of the proposed approving legal opinion of
Kennedy & Graven, Chartered, Minneapolis, Minnesota, which shall be complete except as to
dating thereof and shall cause the opinion to be printed on or accompany each Bond.
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Section 4. Payment: Security: Pledges and Covenants.
4.01. For the convenience and proper administration of the moneys to be borrowed and
repaid on the Bonds, and to make adequate and specific security to the purchasers and holders of
the Bonds from time to time, there is hereby created a sepazate special fund of the City to be known
as the Housing Improvement Area No. 3 Fund (Housing Fund), which fund will be continued and
maintained as a permanent fund of the City until all the Bonds are paid. Within the Housing Fund
there will be established and maintained separate accounts as follows:
(a} Project Account, into which account will be paid proceeds of the Bonds in the
amount of $ .Upon issuance of the Bonds, the City shall also deposit into
the Project Account prepaid housing improvement fees (Housing Fees) in the amount of
$99,657, which Housing Fees are levied on property within Housing Improvement Area No.
3 pursuant to City Council Resolution No. 99-002, adopted January 5, 1999 (the Fee
Resolution), and were prepaid pursuant to the Fee Resolution. Moneys in the Project
Account shall be disbursed to pay the cost of housing improvements in Housing
Improvement Area No. 3, in accordance with the terms of the Development Agreement
between the City and Westbrooke-West Condominium Association, Inc., d.b.a. Valley Park
Condominium Association, dated as of March 2, 1999 (the Development Agreement).
(b) Administrative Account, into which account will be paid proceeds of the Bonds
in the amount of $ ,which amount will be used solely for the purpose of
paying administrative costs iii connection with Housing Improvement Area No. 3 and costs
of issuance of the Bonds. Of that amount, $10,000 shall be credited to the City upon
issuance of the Bonds as reimbursement for internal Ciry administrative expenses. The City
authorizes the Purchaser to forward amounts in the Administrative Account allocable to the
payment of issuance expenses (other than amounts payable to Kennedy & Graven,
Chartered as Bond Counsel) to Resource Bank & Trust Company, Minneapolis, Minnesota
on the closing date for further distribution as directed by the City' s financial adviser, Ehlers
and Associates, Inc. Any other administrative costs shall be disbursed upon presentation to
the City of proper invoices for such costs. Any balance remaining in the Administrative
Account after all disbursements for administrative and issuance expenses shall be
transferred to the Project Account.
(c) Debt Service Account, into which account will be deposited from Bond
proceeds capitalized interest through February 1, 2000, any amount over the minimum
purchase price of the Bonds paid by the Purchaser, and all accrued interest paid by the
Purchaser upon delivery of the Bonds, together with Housing Fees in the amount necessary
to pay when due the principal, interest and redemption premium, if any, on the Bonds.
(d) Surplus Account, into which account will be deposited all Housing Fees in
excess of the amounts required to be deposited into the Debt Service Account and the
Project Account under this Section. Amounts in the Surplus Account shall be applied and
disbursed in accordance with the Development Agreement.
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4.02. Money in the funds and accounts created by this Resolution will be kept separate
from other municipal funds and deposited only in a bank or banks which are members of the
Federal Deposit Insurance Corporation {FDIC). Deposits which cause the aggregate deposits of the
City in any one bank to be in excess of the amount insured by FDIC must be continuously secured
in the manner provided by law for the investment of municipal funds. Income derived from
investments in all accounts established under this Resolution shall be credited to the respective
account from which the interest is derived.
4.03. 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 Housing Fees for the housing
improvements in Housing Improvement Area No. 3 to be promptly levied against housing
units in such area so that the first installment will be collectible not later than 2000 and will
take all steps necessary to assure prompt collection The City Council will cause to be taken
with due diligence all further actions that are required under the Development Agreement
for the construction of the housing improvements 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 Housing Fees 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 Housing Fees (after
taking into account any revenues collected or anticipated to be collected under the
Development Agreement), the City Council will levy 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 housing unprovements, Housing Fees
levied therefor and other funds appropriated for their payment, collections thereof and
disbursements therefrom, and monies on hand.
4.04. It is hereby determined that the estimated collections of Fee Revenues for the
payment of principal and interest on the Bonds will produce at least five percent in excess of the
amount needed to meet when due, the principal and interest payments on the Bonds and that no tax
levy is needed at this time.
4.05. The City Clerk 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 Minnesota
Statutes, Section 475.63.
Section 5. Authentication of Transcriyt.
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
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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,
shall be deemed representations of the City as to the facts stated therein.
5.02. The Mayor, City Manager and Finance Director are authorized and directed to certify
that they have examined the Official Statement prepared and circulated in connection with the
issuance and sale of the Bonds and that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts and representations made therein as
of the date of the Official Statement.
Section 6. Book-Entry System; Limited Obligation of City.
6.01. The Bonds will be initially issued in the farm of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each such Bond will be registered in the registration books kept by the
Bond 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 Bond Registrar in the
name of Cede & Co., as nominee of DTC.
6.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede 8z Co., as nominee of DTC, the City, the Bond Registraz 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 Bond 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, or any amount with respect to principal of,
premium, if any, or interest on the Bonds. The City, the Bond 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 Bond 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 Bond 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
Bond Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon
delivery by DTC to the Finance Manager of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., and the words "Cede & Co.," will refer to
such new nominee of DTC; and upon receipt of such a notice, the Treasurer will promptly deliver a
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copy of the same to the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent is
other than the Treasurer.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
Paying Agent or 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 Registrar and Paying Agent, respectively, to at all times be complied with.
6.04. Transfers Qutside 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 interest 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 Bond 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.
6.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to
the contrary, so long as any Bond is registered in the name of Cede & Co., as nominee of DTC, all
payments with respect to principal of, premium, if any, and interest on such Bond and all notices
with respect to such Bond will be made and given, respectively in the manner provided in the
Representation Letter.
Section 7. Continuing Disclosure.
7.01. 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 is not to be
considered an event of default with respect to the Bonds; however, and 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.
7.02. "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.
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Passed ~.rld adopted this 6th day of April,1999.
A .i _ _a _
\ M
•
CITY OF HOPKINS, MINNESOTA
Mayor
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b