2002-107
CITY OF HOPKINS, MINNESOTA
RESOLUTION NO. 2002-107
A RESOLUTION AWARDING THE SALE OF $960,000
PERMANENT IMPROVEMENT REVOLVING FUND BONDS, SERIES 2002B;
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 COlmty,
Minnesota (City) as follows:
Section 1.
Sale of Bonds.
1.01. The proposal of (purchaser) to
purchase $960,000 General Obligation Permanent Improvement Revolving Fund Bonds, Series
2002B (Bonds) of the City described in the Official Tenns mld Conditions ofIssue thereof is hereby
found mld detennined to be a reasonable offer and is hereby 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 Interest Year of Interest
Mahuity Rate Maturity Rate
2004 2009
2005 2010
2006 2011
2007 2012
2008 2013
True interest cost:
1.02. The sum of$ being the mnount proposed by the Purchaser in excess of
$948,000 will be credited to the Debt Service Fund hereinafter created. The City Finance Director
is directed to retain the good faith check of the Purchaser, pending completion of the sale of the
Bonds, and to rehun 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 ofthe City.
1.03. The City will forthwith issue and sell the Bonds in the total plincipal mnount of
$960,000, originally dated as of the date of delivery in the denomination of $5,000 each or any
integral multiple thereof, numbered No. R-1, upwm"d, bearing interest as above set fOlih, and which
mahu"e serially on February 1 in the yem"s and mnOlUlts as follows:
Yem- Amount Year AmOWlt
2004 $75,000 2009 $100,000
2005 85,000 2010 l05,000
2006 85,000 2011 110,000
2007 90,000 2012 115,000
2008 95,000 2013 100,000
1.04. Optional Redemption. The City may elect on February 1, 2010 and on mlY day
thereafter to prepay Bonds due on or after February 1, 2011. Redemption may be in whole or in
part and if in part, at the option of the City and in such maImer as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular mnOlmt of such maturity to be prepaid. DTC will detennine by
lot the mnOlmt of each participant's interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
Section 2.
Registration mld Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered fOllll. The
interest thereon and, upon sWTender of each Bond, the principal aIllOlmt thereof, is payable by check
or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case such Bond shall be dated
as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case such Bond will be dated as of the date of original issue. The interest on the
Bonds is payable on Februm)' 1 mld August 1 of each year, commencing August 1, 2003, to the
owner of record thereof as of the close of business on the fifteenth day of the inmlediately preceding
month, whether or not such day is a business day.
2.03. Registration. The City will appoint, and shall maintain, a bond registrm", transfer
agent, authenticating agent and paying agent (Regish"m} The effect of regish-ation and the lights
mld duties of the City and the Registrm- 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 regish-ation of ownership of Bonds and
the registration of transfers and exchanges of Bonds entitled to be registered, transfelTed or
exchanged.
(b) Transfer of Bonds. Upon surrender for trmlsfer of a Bond duly endorsed by
the registered owner thereof or accompmued by a written instrument of trmlsfer, in fonn
satisfactOl)' to the Registrar, duly executed by the registered owner thereof or by an attomey
duly authOlized by the registered owner in writing, the Registrar will authenticate and
deliver, in the nmne of the designated trmlsferee or trmlsferees, one or more new Bonds of a
like aggregate principal aIllount mld matwity, as requested by the trmlsferor. The Registrar
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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 aIllount and maturity, as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any traIlsfer or exchange will be
promptly caIlcelled 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 lmtil the Registrar is
satisfied that the endorsement on the Bond or separate instmment of transfer is valid and
genuine aIld that the requested traIlsfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make traIlsfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose naIne 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 aIld interest on the Bond aIld for all other purposes and payments so
made to registered owner or upon the owner's order will be valid aIld effectual to satisfy aIld
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 aI1Y
tax, fee or other govelmnental charge required to be paid with respect to the transfer or
exchange.
(h) Mutilated, Lost, Stolen or Destroved Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like aInount, number,
maturity date aIld tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of aIld in substitution fora Bond destroyed, stolen or lost, upon the
payment of the reasonable expenses and charges of the Registrar in cOlmection therewith;
aIld, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of
evidence satisfactOlY to it that the Bond was destroyed, stolen or lost, and of the ownership
thereof, aIld upon llmushing to the Registrar of an appropliate bond or indemnity in form,
SubstaI1Ce aIld aIllOlmt satisfactory to it and as provided by law, in which both the City aIld
the Registrar must be naIned as obligees. Bonds so surrendered to the Registrar will be
cancelled by the RegistraI" 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 aIld not
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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 maImer required by law. Failure to give notice by publication or
by mail to any registered owner, or aI1Y 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 aI-e
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
aIld deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with aIlother corporation, if the resulting corporation is a bank or trust COmpaI1Y
authorized by law to conduct such business, such corporation is authorized to act as successor
Registrar. The City agrees to pay the reasonable aIld customaI)' charges of the RegistraI" 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 RegistraI" must
deliver all cash and Bonds in its possession to the successor RegistraI" and must deliver the bond
register to the successor Registrar. On or before each principal or interest due date, without frniher
order of this COlUlcil, the City FinaI1Ce Director must transmit to the Registrar moneys sufficient for
the payment of all plincipal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Manager and executed on behalf of the City by the signatures of the Mayor aIld
the City Manager, provided that all signahrres may be printed, engraved or lithographed facsimiles
of the originals. In case any officer whose signature or a facsimile of whose signahrre appears on
the Bonds ceases to be such officer before the deliver)' of any Bond, such signahrre or facsimile will
nevertheless be valid and sufficient for all purposes, the SaIne as if the officer had remained in office
lUltil delivel)'. 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 signahlre of an authorized
representative of the Registrar. Certificates of authenticati,oll on different Bonds need not be signed
by the SaIne representative. The executed celiificate of authentication on each Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the Bonds have
been so prepared, executed and authenticated, the City Finance Director shall deliver the SaIne to the
Purchaser upon payment of the purchase plice in accordance with the contract of sale heretofore
made aIld executed, and the Purchaser is not obligated to see to the application of the purchase
pnce.
2.06. Temporary Bonds. The City may elect to deliver in lieu ofplinted definitive Bonds
one or more typeWlitten temporaI)' Bonds in substaIltially the fOlm set fOlih in Section 3 with such#ChaIlges as may be neceSSaI)' to reflect more than one matrnity in a single temporary bond. Upon
the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and
cancelled.
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Section 3.
Form of Bond.
3.01. The Bonds will be printed in substantially the following fonn:
[Face of the Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF HOPKINS
GENERAL OBLIGATION PERMANENT IMPROVEMENT
REVOLVING FUND BOND, SERIES 2002B
Rate
Maturity
Date of
Original Issue
CUSIP
December 2002
No.
$
Registered Owner: Cede & Co.
The City of Hopkins, Minnesota, a duly organized aIld existing municipal corporation in
Hennepin COlmty, 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 mmual rate specified above, payable Febmary 1 'and August 1 in each year, commencing
August l, 2003, to the person in whose name this Bond is registered at the close of business on the
fifteenth day (whether or not a business day) of the immediately preceding month. The interest
hereon and, upon presentation and slmender hereof, the principal hereof are payable in lawful
money of the United States of America by check or draft by Bmucers Tmst Company, Des Moines,
Iowa, as Bond Registrar, Paying Agent, TraIlsfer Agent and Authenticating Agent, or its designated
successor lmder the Resolution described herein. For the prompt and full payment of such plincipal
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 Febmary 1, 2010, and on aI1Y day thereafter to prepay Bonds due on
or after FebmaI"y 1, 2011. Redemption maybe in whole or in part and ifin part, at the option of the
City and in such maImer as the City will detennine. If less thaIl all Bonds of a maturity aI"e called
for redemption, the City will notify Depository Tmst COmpaI1Y (DTq of the paIiiculaI" aInOlmt of
such maturity to be prepaid. DTC will detennine by lot the aInount of each paIiicipant's interest in
such matrnity to be redeemed and each participant will then select by lot the beneficial ownership
interests in such matrnity to be redeemed. Prepayments will be at a price of par plus accmed
interest.
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This Bond is one of an issue in the aggregate principal mnount of $960,000 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 November 19, 2002 (the
Resolution), for the purpose of providing money for the Permanent Improvement Revolving Fund
of the City as authorized by Section 7.14, Subd. 2 of the City's home mle charter, to finance certain
assessable local improvements, pursuant to and in full confonnity with the Constitution and laws of
the State of Mil me sot a, and the City's home mle charter, and the principal hereof and interest hereon
are payable primarily from special assessments against property specially benefited by local
improvements and ad valorem taxes, as set forth in the Resolution to which reference is made for a
full statement of lights and powers thereby conferred. The full faith and credit of the City are
inevocably pledged for payment of this Bond and the City Council has obligated itself to levy
additional ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments pledged, which taxes may be levied without limitation as to rate or aInount.
The Bonds ofthis 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 aIld subject to certain limitations set forth therein, tins Bond is
traIlsferable 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 Wliting upon
slmender hereof together with a written instrument of transfer satisfactOlY to the Bond RegistraI",
duly executed by' the registered owner or the owner's attorney; and may also be sunendered in
eXChaIlge for Bonds of other authorized denominations. Upon such traIlsfer or exchange the City
will cause a new Bond or Bonds to be issued in the naIne of the transferee or registered owner, of
the SaIne aggregate principal mnount, bearing interest at the smne rate aIld matming on the smne
date, subj ect 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 tile person in whose nmne this Bond is
registered as the absolute owner hereof, whether tins Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Bond RegistraI- will be
affected by aI1Y notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions aIld things required by the Constitution and laws of the State of Minnesota, and the City's
home mle chaIier to be done, to exist, to happen and to be perfOlmed preliminaI)' to and in the
iSSUaI1Ce of this Bond in order to make it a valid aIld binding general obligation of the City in
aCCOrdaI1Ce with its telms, have been done, do exist, have happened aIld have been perfonned as so
required, and that the iSSUaI1Ce of this Bond does not cause the indebtedness of the City to exceed
any constitutional, statutory or charter limitation of indebtedness.
Tlns Bond is not valid or obligatory for any purpose or entitled to any secmity or benefit under the
Resolution lUltil the Certificate of Authentication hereon has been executed by the Bond RegistraI"
by manual signatme of one of its authorized representatives.
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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 ofthe date set forth below.
Dated:
CITY OF HOPKINS, MINNESOTA
(Facsimile)
(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
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
111 common
UNIF GIFT MIN ACT Custodian
(Cust) (Minor)
TEN ENT -- as tenants
by entireties
under Unifonn Gifts or
TraIlsfers 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.
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ASSIGNMENT
For value received, the lmdersigned hereby sells, assigns and traIlsfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute aIld 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 naIne
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaraIlteed by a finaIlcial institution that is a member of the
Securities Transfer Agent Medallion Progrmn ("STAMP"), the Stock Exchange Medallion Progrmn
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Progrmn ("MSP") or other
such "signature gumantee progrmn" as may be detennined by the Registrar in addition to, or in
substitution for, STAMP, SEMP or MSP, all in accordance with the Secmities Exchange Act of
1934, as mnended.
The Bond Registrar will not effect transfer of this Bond unless the information concelning
the assignee requested below is provided.
NaIne and Address:
(Include information for all joint owners if this Bond
is held by joint accOlmt.)
Please inseli social security or other
identifying nmnber of assignee
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PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the nmne of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
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 aIld to cause the opinion to be printed on or accompany each Bond.
Section 4.
Payment: Security: Pledges and Covenants.
4.01. The Bonds are payable from the General Obligation Permanent Improvement
Revolving Fund Bonds, Series 2002B Debt Service Fund (Debt Service Flmd) hereby created
within the Permanent Improvement Revolving Fund. The proceeds of general taxes hereinafter
levied (Taxes), and special assessments (Assessments) levied or to be levied for the improvements
(Improvements) fmanced by the Bonds me hereby pledged to the Debt Service Flmd. If any
payment of plincipal or interest on the Bonds shall become due when there is not sufficient money
in the Debt Service Flmd to pay the SaIne, the Finance Director is directed to pay such plincipal or
interest from the general nmd of the City, aIld the general fund will be reimbursed for such
adVaI1CeS out of the proceeds of Assessments and Taxes when collected. There is appropriated to
the Debt Service Fund all capitalized interest finaIlced from Bond proceeds, if any, any mnount over
the minimum purchase price paid by the Purchaser and the accrued interest paid by the Purchaser
upon closing and delivery of the Bonds.
4.02. For the purpose of paying the principal and interest on the Bonds, there is levied a
direct aImual inepealable ad valorem tax (Taxes) upon all of the taxable property in the City, which
shall be spread upon the tax rolls aIld collected with aIld as part of other general taxes of the City.
The Taxes will be credited to the Debt Service Flmd above provided and will be in the years aIld
amounts as follows (year stated being year oflevy for collection in the following year):
(See Attachment A)
4.03. It is hereby detelmined that the estimated collections of Assessments aIld the
foregoing Taxes will produce at least five percent in excess of the aInount needed to meet when due
the plincipal and interest payments on the bonds. The tax levy herein provided is inepealable lmtil
all of the bonds are paid, provided that the City Clerk mmually, at the time the City makes its tax
levies, may certify to the Director of Property Taxation of Hennepin County the mnOlmt available in
the Debt Service Flmd to pay principal and interest due dming the ensuing year, aIld the Director of
Property Taxation will thereupon reduce the levy collectible dming such year by the aInOlmt so
certified.
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4.04. 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 aI"e authorized and directed to prepaI-e and fumish 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
celiificates, affidavits and transcripts as may be required to show the facts within their knowledge or
as shown by the books and records in their custody and under their control, relating to the validity
aIld marketability of the Bonds and such instmments, including any heretofore furnished, may be
deemed representations of the City as to the facts stated therein.
5.02. The Mayor, City MaIlager, aIld Finance Director are authorized and directed to
certify that they have examined the Official Statement prepared aIld circulated in connection with
the iSSUaI1Ce and sale of the Bonds aIld that to the best of their knowledge and belief the Official
Statement is a complete and accurate representation of the facts aIld representations made therein as
of the date of the Official Statement.
5.03 The City authorizes the Purchaser to forward the amount of Bond proceeds allocable
to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered
as Bond COlmsel) to U.S. Trust Company, Mimleapolis, Mimlesota on the closing date for hniher
distribution as directed by the City's financial adviser, Ehlers & Associates, Inc.
Section 6.
Tax Covenant.
6.01. The City covenants and agrees with the holders from time to time of the Bonds that
it will not take or pennit to be taken by any of its officers, employees or agents aI1Y action which
would cause the interest on the Bonds to become subj ect to taxation under the Intemal Revenue
Code of 1986, as aInended (the Code), and the Treasury Regulations promulgated thereunder, in
effect at the time of such actions, and that it will take or cause its officers, employees or agents to
take, all affinnative action within its power that may be necessary to ensure that such interest will
not become subject to taxation lmder the Code and applicable Treasury Regulations, as presently
existing or as hereafter mnended and made applicable to the Bonds.
6.02. The City will comply with requirements necessary under the Code to establish aIld
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the
Code, including without limitation requirements relating to temporary peliods for investments,
limitations on aInounts invested at a yield greater than the yield on the Bonds.
6.03. The City fwiher covenants not to use the proceeds oftheBonds or to cause or permit
them or any of them to be used, in such a maImer as to cause the Bonds to be "private activity
bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. The City will use its best efforts to comply with aI1Y federal procedural requirements
which may apply in order to effectuate the designations made by this section.
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Section 7. Book-Entry Svstem; Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Bond
Registrar in the naIne 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
nmne of Cede & Co., as nominee ofDTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond RegistraI"
in the nmne of Cede & Co., as nominee ofDTC, the City, the Bond 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 (PaIiicipants) or to aI1Y other
person on behalf of which a Participant holds an interest in the Bonds, including but not limited to
aI1Y responsibility or obligation with respect to (i) the accuracy of the records ofDTC, Cede & Co.
or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to aI1Y
Participant or aI1Y other person (other than a registered owner of Bonds, as shown by the registration
books kept by the Bond Registrar,) of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment to aI1Y Participant or aI1Y other person, other thaIl a registered owner
of Bonds, of any aInount with respect to principal of, premium, if any, or interest on the Bonds. The
City, the Bond Registrar and the Paying Agent may treat aIld consider the person in whose naIne
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, premimn aIld interest with
respect to such Bond, for the purpose of registering transfers with respect to such Bonds, aIld for all
other purposes. The Paying Agent will pay all plincipal of, premimn, if aI1Y, aIld 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, aIld all such payments will be valid and effectual to fully satisfy aIld
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 RegistraI", will receive a celiificated
Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City MaIlager of a
wlitten notice to the effect that DTC has detennined to substitute a new nominee in place of Cede &
Co., the words "Cede & Co.," will refer to such new nominee ofDTC; aIld upon receipt of such a
notice, the City MaIlager will promptly deliver a copy of the SaIne to the Bond Registrar aIld Paying
Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
BlaIllcet Issuer Letter of Representations (Representation Letter) which shall govem 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 talce 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.
7.04. TraIlsfers Outside Book-Entry System. In the event the City, by resolution ofthe 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 celiificates, the City will notify DTC, whereupon DTC will
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notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, 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 tmder 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 traIlsfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resoltition to
the contrary, so long as a Bond is registered in the nmne of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. The City hereby covenants and agrees that it will comply with and carry out all of the
provisions of the Continuing Disclosure Certificate. NotwithstaIlding aI1Y 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 perfOnnaI1Ce by
court order, to cause the City to comply with its obligations under this section.
8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Celiificate 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 mnended from time to time in accordaI1Ce with
the tenns thereof.
Passed aIld adopted this 19th day of November, 2002.
CITY OF HOPKINS, MINNESOTA
BY~/~
ayor.
~:_ua .
~/
ity Cle~
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