1995-070
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CITY OF HOPKINS
Hennepin County, Minnesota
RESOLUTION NO. 95-70
A RESOLUTION AWARDING THE SALE OF $815,000
TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS
SERIES 1995; 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 Juran and Moody, Inc. (Purchaser) to purchase $815,000 Taxable
General Obligation Housing Improvement Area Bonds, Series 1995 (Bonds) of the City
described in the Terms of Proposal thereof is found and determined to be a reasonable offer
and is acc~pted, the proposal being to
purchase the Bonds at a price of $802,775.00 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1998 6.60% 2006 7.50%
1999 6.70% 2007 7.60%
2000 6.80% 2008 7.70%
2001 6.90% 2009 7.80%
2002 7.00% 2010 7.90%
2003 7.15% 2011 8.00%
2004 7.30% 2012 8.00%
2005 7.40%
True interest cost: 7.8450%
1.02. The sum of $230.00 being the amount proposed by the Purchaser in excess of $802,545
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 directed to execute a contract with the Purchaser
on behalf of the City.
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1.03. The City shall forthwith issue and sell the Bonds in the total principal amount of
$815,000, originally dated September 1, 1995, in the denomination of $5,000 each or any integral
multiple thereof, numbered No. Rl, upward, bearing interest as above set forth, and which
mature serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
1998 $25,000 2006 $55,000
1999 30,000 2007 60,000
2000 35,000 2008 65,000
2001 35,000 2009 70,000
2002 40,000 2010 80,000
2003 45,000 2011 85,000
2004 45,000 2012 95,000
2005 50,000
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1.04. Optional Redemption. The City may elect on February 1, 2004, and on any date
thereafter to prepay Bonds due on or after February 1, 2005. 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
les~ 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. 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 will be payable on February 1 and August 1 of each year,
commencing August 1, 1996, 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 City and the Registrar with respect thereto are as follows:
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(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 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 attomey
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 attomey in writing.
(d) Cancellation. Bonds surrendered upon any transfer or exchange will be promptly
canceled by the Registrar and thereafter disposed of as directed by the City.
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(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on 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.
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(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 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 canceled by the
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Registrar and evidence of such cancellation must be given to the City. If the mutilated,
destroyed, stolen or. lost Bond has already matured or been called for redemption in accordance
with its terms it is not necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) 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 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 fupds for the redemption are on
deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Bankers Trust Company, Des
Moines, Iowa, as the initial Registrar. The Mayor and the City Manager are authorized to
execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or
consolidation of the Registrar with another 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. The Bonds will be prepared under the direction of the City
Clerkf Assistant Administrator 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 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.
o 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 canceled.
Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
F ace of the Bond
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
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TAXABLE GENERAL OBLIGATION HOUSING IMPROVEMENT AREA BONDS
SERIES 1995
Rate
Maturity
Date of
Original Issue
CUSIP
September 1, 1995
No.
$
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
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or registered assigns, the principal sum of $ on the maturity date specified above, with
interest thereon from the date hereof at the annual rate specified above, payable February 1 and
August 1 in each year, commencing August 1, 1996, to the person in whose name this Bond is
registered at the dose 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
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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.
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
(Facsimile)
City Manager
( Facsimile)
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 $815,000 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 August 15, 1995 (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 587, Article 9, Sections 22 through 31, and the Citis home rule
charter and the principal hereof and interest hereon are payable primarily from certain housing
improvement fees levied or to be levied on property within the housing improvement area in
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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 property in the City 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.
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 shall 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 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.
(Form of certificate to be printed on the reverse side of each Bond, following a full copy of
the legal opinion. )
I certify that the above is a full, true and correct copy of the legal opinion rendered by bond
counsel on the issue of Bonds of the City of Hopkins, Minnesota, which includes the within
Bond, dated as of the date of delivery of and payment for the Bonds.
(F acsimile Signature)
City Clerk/ Assistant Administrator
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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 UNIF GIFT MIN ACT Custodian
in common ( Cust) (Minor)
TEN ENT as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN as joint tenants with
right of survivorship and
not as tenants in common
Act.
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
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F or 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.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the assignee requested below is provided.
Name and Address:
o (Include information for all joint owners if this Bond is held by joint account. )
o Please insert social security or other identifying number of assignee
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3.02. The City Clerk/ Assistant Administrator 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 each
Bond, together with a certificate to be signed by the facsimile signature of the City
Clerk/ Assistant Administrator in substantially the form set forth in the form of Bond. The City
Clerk/ Assistant Administrator is hereby authorized and directed to execute such certificate in
the name of the City upon receipt of such opinion and to file the opinion in the City offices.
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 separate special fund of the City to be
known as the Housing Improvement Area No.1 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 net of
proceeds deposited into the Administrative iAccount and Debt Service Account established
hereunder. Upon issuance of the Bonds, the City shall also deposit into the Project Account
prepaid housing improvement fees (Housing Fees) in the amount of $341,526, which Housing
Fees are levied on property within Housing Improvement Area No. 1 pursuant to City Council
Resolution No. 9518, adopted March 21, 1995 (the Fee Resolution), and were prepaid pursuant
to the Fee Resolution. Subject to the pledge described in paragraph (c) below, Housing Fees
received by the City after August 1, 1996 shall be deposited into the Project Account on or
before February 1, 1997 in the amount necessary to bring the total amount deposited into the
Project Fund to $1,100,000 (without regard to any disbursements from the Project Fund).
Moneys in the Project Account shall be disbursed to pay the cost of housing improvements in
Housing Improvement Area No . 1, in accordance with the terms of the Development
Agreement between the City and Westbrooke Condominium Association, d. b.a. Meadow
Creek Condominiums, dated as of May 8, 1995 (the Development Agreement).
(b) Administrative Account, into which Account will be paid proceeds of the Bonds in the
amount of $40,500, which amount will be used solely for the purpose of paying administrative
costs in connection with Housing Improvement Area No. 1 and costs of issuance of the Bonds.
Amounts in the Administrative Account shall be disbursed upon issuance of the Bonds,
including $7,500 credited to the City as reimbursement for City administrative activities, and
the balance payable upon presentation to the City of proper invoices for such administrative
costs and costs of issuance.
(c) Debt Service Account, into which account will be deposited from Bond proceeds
capitalized interest through August 1, 1996 (net of Housing Fees anticipated to be received as
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of such date), 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.
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 anyone 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 the funds and accounts may at any time be liquidated and the proceeds
thereof applied for the purpose or purposes for which the respective Account was created.
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. 1 to be promptly levied against housing
units in such area so that the first installment will be collectible not later than 1996 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 improvements, 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.
o 4.05. The City Clerk/Assistant Administrator is authorized and directed to file a certified copy of this
resolution with the County Auditor and to obtain the certificate required by Minnesota Statutes, Section
475.63.
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 cllstody 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.
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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 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
CO:lllpany, 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.
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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 (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 (ill) 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
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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 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 form of representation letter proposed to be submitted to
DTC, which is on file with the Finance Director and presented to this meeting (Representation
Letter), is hereby approved, and the Finance Director is authorized to execute and deliver the
Representation Letter in substantially the form on file, with such changes therein not
inconsistent with law as the Finance Director and the City Attorney may approve, which
approval will be conclusively evidenced by the execution thereof. 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 Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial 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.
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Adopted this IS'./Z
day of 1):J'.JJrY ,1995.
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