1996-088CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 96-88
A RESOLUTION AWARDING THE SALE OF $680,000
GENERAL OBLIGATION TAXABLE TAX INCREMENT
BONDS, SERIES 1996D;
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. It is hereby determined that:
(a) the City has duly established Redevelopment Project No. 1 (Project)
pursuant to Minnesota Statutes, Sections 469.001 through 469.047 (Act);
(b) the City has duly established tax increment financing district no. 2-9 (TIF
District) within the Project pursuant to Minnesota Statutes, Sections 469.174 to 469.179
(TIF Act);
(c) the City is authorized by section 469.178 of the TIF Act to issue and sell
its general obligations to pay all or a portion of the public redevelopment costs (Costs)
related to the Project as identified in the tax increment financing plan (Plan) for the TIF
District.
(d) the Plan authorizes the following Costs to be financed by the general
obligations:
Redevelopment Project Cost
Acquisition, Relocation, Construction, $551,215
Related Costs, Costs of Issuance
Capitalized Interest 118,585
Discount 10,200
Total $680,000
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(e) it is necessary and expedient to the sound financial management of the
affairs of the City to issue $680,000 Taxable General Obligation Tax Increment Bonds,
Series 1996D (Bonds) to provide financing for the Costs;
(f) the Housing and Redevelopment Authority in and for the City of Hopkins
(Authority) has requested the City to issue and sell its general obligations to finance a
portion of the Costs.
1.02. The proposal of Miller & Schroeder Financial, Inc. (Purchaser) to purchase
$680,000 General Obligation Taxable Tax Increment Bonds, Series 1996D (Bonds) of the City
described in the Official 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 $669,800 plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Maturity Interest Rate
2003 7.00%
2004 7.10
2005 7.20
2006 7.30
2007 7.45
Term Bonds due February 1, 2011 at 7.70%
1.03. The Mayor and City Manager are directed to execute a bond purchase agreement
with the Purchaser on behalf of the City in substantially the form on file, with such changes
therein consistent with law as the officer executing the agreement may approve, which approval
shall be conclusively evidenced by the execution thereof.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 469 (Act) in the total principal amount of $680,000, originally dated October 1, 1996,
in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward,
bearing interest as above set forth, and maturing serially on February 1 in the years and amounts
as follows:
Year Amount
2003 $ 55,000
2004 60,000
2005 65,000
2006 70,000
2007 75,000
Term Bonds Due February 1, 2011 at $355,000.
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In accordance with Minnesota Statutes, Section 475.54, Subd. 17, the City finds that the
Bonds are payable primarily from a source other than ad valorem taxes, and estimates that the
primary source of payment is sufficient to pay when due the principal of and interest on the
bonds, which primary source of payment is irrevocably appropriated to payment of the
obligations, all as further described in Section 4 of this Resolution.
1.05. Optional Redemption. The City may elect on February 1, 2006, and on any day
thereafter to prepay Bonds due on or after February 1, 2007. 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. Prepayments will be at a price of par plus accrued interest.
1.06. Mandatory Redemption. The Term Bonds due February 1, 2011 are subject to
mandatory redemption on February l of the following years in the following amounts:
yew Amount
2008 $ 80,000
2009 85,000
2010 90,000
2011 (maturity) 100,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein.
2.02. Dates• Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing February 1,
1997, to the registered owners of record thereof as of the close of business on the fifteenth day
of the immediately preceding month, whether or not such day is a business day.
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2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (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 that interest
payment date.
(c) Exchan,_ge of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or
on account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar
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for any tax, fee or other governmental charge required to be paid with respect to the
transfer or exchange.
(h) Mutilated Lost Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar 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) Rede_mntion. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed wilt 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 if required by law. Failure to give notice
by publication or by mail to any registered owner, or any defect therein, will not affect
the validity of the proceedings for the redemption of Bonds. Bonds so called for
redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. Avpointment of Initial Re ig stray. The City appoints Bankers Trust Company, Des
Moines, Iowa, as the initial Registrar. The Mayor and the City Manager aze authorized to
execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation is a bank or
trust company authorized by law to conduct such business, the resulting corporation is authorized
to act as successor Registraz. The City agrees to pay the reasonable and customary chazges 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 monies 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
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the City Manager, provided that all signatures may be printed, engraved or lithographed
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature
appears on the Bonds ceases to be such officer before the delivery of any Bond, such signature
or facsimile will nevertheless be valid and sufficient for alI purposes, the same as if the officer
had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid
or obligatory for any purpose or entitled to any security or benefit under this Resolution unless
and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of
authentication on a Bond is conclusive evidence that it has been authenticated and delivered under
this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance
Director will deliver the same to the Purchaser upon payment of the purchase price in accordance
with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see
to the application of the purchase price.
2.06. 'Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R- UNITED STATES OF AMERICA $,
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION TAXABLE TAX INCREMENT
BOND, SERIES 1996D
Date of
Rate Maturit Original Issue CUSIP
October 1, 1996
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Registered Owner: Cede & Co.
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 year,
commencing February 1, 1997, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immediately preceding
month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check or draft by Bankers Trust
Company, Des Moines, Iowa, as Bond Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due, the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2006, and on any day thereafter to prepay Bonds due
on or after February 1, 2007. Redemption may be in whole or in part and if in part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity
are called for redemption, the City will notify The Depository Trust Company (DTC) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
The Term Bonds due February 1, 2011 are subject to mandatory redemption on February
1, of the following years in the following amounts:
Year Amount
2008 $ 80,000
2009 85,000
2010 90,000
2011 (maturity) 100,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest.
Additional provisions of this Bond are contained on the reverse hereof and such provisions
for all purposes have the same effect as though fully set forth in this place.
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This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the Bond
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Hopkins, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures
of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth
below.
Dated:
CITY OF HOPKINS, MINNESOTA
(facsimiled (facsimile
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
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $680,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on October 22, 1996
(the Resolution), for the purpose of providing money to aid in financing public redevelopment
costs in a Redevelopment Project (Project) in the City, pursuant to and in full conformity with
the home rule charter of the City and the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Sections 469.174 through 469.179, the Minnesota Tax Increment
Financing Act, and Minnesota Statutes, Sections 469.001 through 469.047, and the principal
hereof and interest hereon are payable primarily from tax increments resulting from increases in
taxable valuation of real property in the Tax Increment Financing District (TIF District) within
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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 irrevocably pledged for
payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all
taxable property in the City in the event of any deficiency of tax increments 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.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond
is transferable upon the books of the City at the principal office of the Bond Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner,
of the same aggregate principal amount, bearing interest at the same rate and maturing on the
same date, subject to reimbursement for any tax, fee or governmental charge required to be paid
with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance of this Bond in order to make it a valid and binding general obligation of the City
in accordance with its terms, have been done, do exist, have happened and have been performed
as so required, and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional, statutory or charter limitation of indebtedness.
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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 UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act .
not as tenants in common (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:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
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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
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.
Signature of
Date of Registration Registered Owner Officer of the Re isg~trar
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 will cause the opinion to be printed on or accompany each Bond.
Section 4. Proceeds- Payment; Security.
4.01. (a) Proceeds of the bonds will be applied in accordance with the Series
1996D Loan Agreement between the Authority and The Oaks of Mainstreet, LLC dated
as of October 1, 1996 (Series 1996D Loan Agreement), which document is hereby
approved by the City in all respects.
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(b) The Bonds are payable from the General Obligation Taxable Tax Increment
Bonds, Series 1996D Debt Service Fund (Debt Service Fund) hereby created, and all tax
increments (Tax Increments) received by the City pursuant to the Long Term Bonds Tax
Increment Pledge Agreement between the City and the Authority dated October 1, 1996
(Long Term Bonds Pledge Agreement), are 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 same, the Finance director will pay such
principal or interest from the general fund of the City, and the general fund will be
reimbursed for those advances out of the proceeds of Tax Increments when received.
There is hereby appropriated to the Debt Service Fund (i) capitalized interest financed
from Bond proceeds, if any, (ii) any amount over the minimum purchase price of the
Bonds paid by the Purchaser, and (iii) the accrued interest paid by the Purchaser upon
closing and delivery of the Bonds.
(c) The Mayor and City Manager are authorized to execute the Long Term
Bonds Pledge Agreement in substantially the form on file, with such changes not
inconsistent with law as the officer executing the same may approve, which approval shall
be conclusively evidenced by the execution thereof.
(d) The Mayor and City Manager are also authorized to execute that certain
Guaranty Agreement between Real Estate Equities Development Company, the City and
the Authority dated October 1, 1996 and that certain Personal Guaranty Agreement
between Terrence E. Troy, Robert S. Bisanz, the City and the Authority dated October
1, 1996, each in substantially the form on file, with such changes not inconsistent with
law as the officer executing the same may approve, which approval shall be conclusively
evidenced by the execution thereof.
4.02. It is hereby determined that the estimated collection of Tax Increments for 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.
4.03. The City Clerk is authorized and directed to file a certified copy of this resolution
with the Director of Property Taxation of Hennepin County and to obtain the certificate required
by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City aze 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
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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, City Manager and Finance Director are hereby 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 S~tem• Limited Obligation of City.
6.01. 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 1.03 hereof. Upon
initial issuance, the ownership of each 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 & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(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, of 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 City
Clerk 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
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receipt of such a notice, the City Clerk will promptly deliver a copy of the same to the Bond
Registrar and Paying Agent.
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 be
complied with at all times.
6.04. Transfers Outside Book-Entr~System. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the 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. P_ayments 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 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, 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.
7.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Clerk 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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Approved by the City of Hopkins this 22nd day of October, 1996.
Mayor
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