2019-084 A Resolution Awarding the Sale of General Obligation Refunding Bonds, Series 2019B, in the Original Aggregate Principal Amount of $2,015,000; Fixing Their Form and Secifications; etc. RESOLUTlON NO.2019-084
A RESOLLrl'ION AWAItllING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2019B, IN THE
OR[GINAI.AGGREGATE PRINCIPAL AMOUNT OF $2,015,000;
FIXING T'HEIR FORM AND SPECIFICATIONS; DIRECTING
THEIR EXECUTION AND DELPVERY; PROVIDiNG FOR
T'HEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION
OF BONDS REFUNDED THEREBY
BE IT RESOLVED By the City Council of the City of Hopkins, Hennepin County, Minnesota
(the"City")as follows:
Section 1. Sale of Bonds.
1.01. Authoritv.
(a) Pursuant to Minnesota Statutes, Chapters 475 and 444, as amended(collectively,
the "Utility Revenue Act"), including Section 475.67, subdivision 3, the City issued its General
Obligation Bonds, Series 2009A(the "Prior Utility Revenue Bonds"), dated December 15, 2009,
in the original aggregate principal amount of$3,295,000, of which $840,000 in principal amount
is currently outstanding and subject to prior optional redemption. T'he proceeds of the Prior
Utility Revenue Bonds were used to finance water system and sanitary sewer system
improvements and refinance storm water system improvements (collectively, the "Utility
Improvements").
(b) Pursuant to the Minnesota Statutes, Chapter 475, as amended (collectively, the
"Improvement Act"), and Section 7.14, subdivision 2 of the Charter of the City (the "Charter"),
the City issued its General Obligation Permanent Improvement Revolving Fund Bonds,
Series 2010A (the "Prior PIR Bonds"), dated November 17, 2010, in the original aggregate
principal amount of$2,710,000,of which$1,355,000 in principal amount is currently outstanding
and subject to prior optiona]redemption. The proceeds of the Prior PIR Bonds financed the costs
of the City's 2008 and 2009/2010 street and utility improvement projects and the 5'h Street South
reccrostruction projects (collectively, the "Assessable Improvements") through the City's
Permanent Improvement Revolving Fund(the"PIR Fund").
(c) The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to
issue and sell its general obligation bonds to refund obligations and the interest thereon before the
due date of the obligations, if consistent with covenants made with the holders thereof, when
detemuned by the City Council to be necessary or desirable for the reduction of debt service costs
to the City or for the extension or adjustment of maturities in relation to the resources available
for their payment.
(d) It is necessary and desirable for the reduction of debt service costs to the City
that the City issue its General Obligation Refunding Bonds, Series ?019B (the "Bonds"), in the
original aggregate principal amount of $2,015,000, pursuant to the Charter and the iJtility
Revenue Act (together, the "Act"), specifically Section 475.67, subdivision 3, to (i) redeem and
prepay the outstanding prineipal amount of the Prior Utility Revenue Bonds on
December 10,2019 (the "Redemption Date"), thereby refinancing the Utility Improvements; and
614214vGHP110-102 2
(ii) redeem and prepay the outstanding principal axnount of the Prior PIR Bonds on the
Redemption Date,thereby refinancing the Assessable Improvements.
(e) The City is authorized by Section 475.60, subdivision 2(9)of the Act to negotiate
the sale of the Bonds, it being determ.i.ned that the City has retained an independent municipal
advisor in connection with such sale. The actions of the City staff and municipal advisor in
negotiating the sale of the Bonds are ratified and confurned in all aspects.
1 A2. Awazd to the Purchaser and, Interest Rates. The proposal of BNY Mellon Capital
, Markets,LLC,Pittsburgh, Pennsylvania(the"Purchaser"},to purchase the Bonds is hereby determined to
be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of
$2,218,471.45 (par amount of $2,015,000.00, plus original issue premium of $211,711.20, less
underwriter's discount of$8,239.75).
Year Interest Rate Year Interest Rate
2020 5.000% 2024 5.000%
2021 5.000 2025 5.000
2022 5.000 2026 5.000
202� 5.000
True interest cost: 1.4214521%
1.03. Purchase Contract. The sum of$227,651.45 being the amount proposed by the Purchaser
in excess of$1,990,820.00, shall be credited to the accounts in the Debt Service Fund hereinafter created
or deposited in the Redemption Fund hereinafter created, as deterniined by the City's Finance Director in
consultation with the City's municipal advisor. The Finance Director is dire�ted 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. The Mayor and City Manager are directed to execute a contra�ct with the
Pu�haser on behalf of the City.
1.04. Terms_and Principal Amounts of the.Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act, specifically Section 475.67, subdivision 3, in the total principal amount of
$2,O15,00d, originally dated November 2b, 2019, in the denomination of $5,000 each or any integral
multiple thereof, numbered No.R-1, upward, bearing interest as above set forth, and which mature
serially on February 1 in t1�e years and amounts as follows:
Year Amount Year Amount
2020 $310,000 2024 $280,000
2021 335,000 2025 300,000
2022 310,000 2026 l 65,000
2023 315,000
(a) $795,000 of the Bonds (the "Utility Revenue Refunding Bonds"), maturing in the
amounts and on February 1 in the years set forth below,are being issued to refund the Prior Utility
Revenue Bonds and thereby refinance the Utility Improvements:
614214v6HP110-102 3
Year Amount Year Amount
2020 $135,000 2023 $135,OOQ
2021 135,OQ0 2024 l 30,000
2022 125,000 2025 135,000
(b) The remainder of the Bonds in the amount of $I,220,000 (the "PIR Refunding
Bonds"),maturing in the amounts and on February 1 in the yeais set forth below,are being issued to
refund the Prior PIR Bonds and thereby refinance the Assessable Improvements:
Year Amount Year Amount
2020 $175,000 2024 $150,000
2021 200,000 2025 165,400
2022 185,000 2026 165,000
2023 180,000
1.05. ��tional Redemption. The Bonds are not subject to optional redemption prior to maturity.
Section 2. Re�istration and Pavnient.
2.01. Re�istered 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 Pa�-ment 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 t, 2020,to the registered owners of record as of the close of business on
the fifteenth day of the immediately preceding month,whether or not that day is a business day.
2.03. Re�istration. The City will appoint, and will maintain, a bond registrar, transfer agent,
authenticating agent and paying agent (the"Registrar"). The ei�'ect of registration and the rights and
duties of the City and the Registrar with respect thereto are as follows:
(a) Re��ister. 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.
614214v6HP110-102 t�
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange witl be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) ���7er or Unauthorized Tran_sfer. When a Bond is presented to the Registrar
for transfer, the Registrar may refuse tto 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.
(fl 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 rnade 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 for any tax, fee
or other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destro�ed Bonds. If a Bond becomes rnutilated or is
destroyed, stolen or lost, the Registraz 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 any Bond destroyed, stalen or lost, upon the payment of the
reasanable 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 akeady
matured or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payrnent.
2.04. Al�l,ointment_of Initial Rekistrar. The City appoints Bond Trust Services Corporation,
Roseville,Minnesota,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, the resulting 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 thirty(30)da.ys'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 fiuther order of the City Council, the Finance Director
must transmit to the Registrar monies suff'icient for the payment of all principal and interest then due.
614214v6HP110-102 5
2.05. Execution,Authentication and Deliverv_ The Bonds will be prepared under the direction
of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City
Manager,provided that all signatures may be printed,engraved or lithographed facsirniles of the originals.
If an officer whose signature or a facsimile of whose signahue appears on the Bonds ceases to be such
officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the off'icer had remained in of�'ice until delivery.
Notwithstanding such exacution, a Bond will not be valid or obligatory for any purpose or entitled to any
security or benefit under this resolution un]ess 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 City
Manager will deliver the same to the Purcbaser 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.
Section 3. Form of Bond.
3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form
attached hereto as EXHTBIT B.
3.02. A�provin� ag 1 Opinion, The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, and
cause the opinion to be printed on or accompany each Bond.
Section 4. Pavment; Securitv: Pledkes and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Refunding
Bonds, Series 2019B Debt Service Fund(the"Debt Service Fund"}hereby created. The Debt Service Fund
shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart
from all other funds maintained in the official financial records of the City. The City will maintain the
following accounts in the Debt Service Fund: the "LTtility Revenue Account" and the "PIR Account."
Amounts in the Utility Revenue Account are irrevocably pledged to the Utility Revenue Refunding Bonds,
and amounts in the PIR Account are irrevocably pledged to the PIR Refunding Bonds.
(a) Utilit��Revenue Account. The City will continue to maintain and operate its Water
Fund, Sanitary Sewer Fund, and Storm Water Fund to which will be credited all gross revenues of
the water, sanitary sewer, and storm water systems, respectively, and out of which will be paid all
normal and reasonable expenses of current operations of such systems. Any balances therein are
@eemed net revenues (the "Net Revenues") and will be transferred from time to time to the Utility
Revenue Account of the Debt Service Fund,which Utility Revenue Account shall be used to pay the
principal of and interest on the Utility Revenue Refunding Bonds and any other bonds similarly
authorized. There will always be retained in the Utility Revenue Account a sufficient amount to pay
principal of and interest on the Utility Revenue Refunding Bonds, and the Finance Director must
report any current or anticipated deficiency in the Utility Revenue Account to the City Council.
There is appmpriated to the Utility Revenue Account a pro rata portion of amounts over the
minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt
Service Fund in accordance with Section 1.03 hereof.
b14214v6HPll0-]02 6
(b) PIIt Account. Proceeds of the ad valorem taxes hereinafter levied (the"Taxes")for
the payment of the PIR Refunding Bonds and, following the Redemption Date, special assessments
levied(the"Special Assessments")for the Assessable Improvements are hereby pledged to the PIR
Account of the Debt Service Fund, and such amounts shall be used to pay the principal of and
interest on the PIR Refunding Bonds. There is also appropriated to the PIR Account a pro rata
poriion of amounts over the minimum purchase price paid by the Purchaser,to the extent designated
for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4A2. Redemption__Fund. All proceeds of the Bonds, less the appropriations made in
Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the
"Redemption Fund") to be used solely to redeem and prepay the Prior Utility Revenue Bonds and the
Prior PIR Bonds (collectively, the "Prior Bonds"), on the Redemption Date. Any balance remaining in
the Redemption Fund after the redemption of the Prior Bonds on the Redemption Date sha11 be deposited
in the Debt Service Fund herein created.
4.03. Prior Debt Service Funds.
(a) The debt service fund heretofore established for the Prior Utility Revenue Bonds
pursuant to the resolution providing for the issuance and sale of the Prior Utility Revenue Bonds
(the "Prior Utility Revenue Bonds Resolution") shall be closed following the redexnption of the
Prior Utility Revenue Bonds, and all monies therein shall be transfened to the Utility Revenue
Account of the Debt Service Fund herein created.
(b) The debt service fund.heretofore established for the Prior PIR Bonds within the
City's PIR Fund pursuant to the resolution providing for the issuance and sale of the Prior PIR
Bonds (the "Prior PIR Bonds Resolution") shall be closed following the redemption of the Prior
PIIt Bonds, and all monies therein shall be transferred to the PIR Account of the Debt Service
Fund herein created.
4.04. Prior Resolution Pled�es. T'he pledges and covenants of the City made by the Prior
Utility Revenue Bonds Resolution relat'vng to the ownership, protection of, and other particulars
governing the operation and fivancial management of the water, sanitary sewer, and storm water systems
of the City and the Utility Improvements are restated and confirmed in all respects. The pledges and
covenants of the City made by the Prior PTR Bonds Resolution relating to the Special Assessments levied
for the Assessable Improvements are restated and confirmed in all respects. The provisions of the Prior
Utility Revenue Bonds Resolution and the Prior PIR Bonds Resolution are hereby supplemented to the
extent necessary to give full effect to the provisions hereof.
4.05. General_Obli�ation Pledee. For the prompt and full payment of the principal of and interest
on the Bonds,as the same respectively become due,the full faith,credit and taxing powers of the City will be
and aze hereby urevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
principal and interest then due on the Bonds and any other bonds payable therefrom,the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient
balance is available therein.
4.06. Pled�e of Tax Le�-v. For the purpose of paying a portion of the principal of and interest
on the PIlZ Refunding Bonds, there is levied a direct annual irrepealable ad valorem ta�� upon all of the
taxable property in the City,which will be spread upon the tax rolls and collected with and as part of other
general taxes of the City. Such Taxes will be credited to the PIR Account of the Debt Service Fund above
provided and will be in the years and amounts attached hereto as EXHIBIT C.
614214v6HP1]0-102 7
4.07. Certification to Tax��a,er Services Division Mana�er as to Debt Seryice Fund Amount. It
is hereby determined that the estimated collection of the foregoing Net Revenues, Taxes, and Special
Assessments will produce at least five percent(5%)in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until all
of the Bonds are paid, provided that at the time the City makes its annual tax ievies the Finance Director
may certify to the Taxpayer Services Division Manager of Hennepin County, Minnesota(the "Taacpayer
Services Division Manager")the amount available in the Debt Service Fund to pay principal and interest
due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy
collectible during such year by the amount so certified.
4.08. Cancellation of Le��• for Prior PIR Bonds. Following the payment in full of all
outstanding principal of and interest due on the Prior PIR Bonds on the Redemption Date, the Finance
Director is hereby directed to certify such fact to and request the Taxpayer Services Division Manager to
cancel any and all tax levies made by the Prior PIR Bonds Resolution.
4.09. Certification_of_Taxna�:er Services Division Mana�er as to Registration. The City
Manager is directed to file a certified copy of this resolution with the Taxpayer Services I3ivision
Manager and to obtain the ceriificate required by Section 475.63 of the Act.
Section 5. Refundin�of Prior Bonds:Findin�s;Redem�,tion of Prior Bonds.
5.01. Pur��ose of R_e_fundin��. On the Redemption Date,the Prior Utility Revenue Bonds will be
called for redemption in the principal amount of$840,000, and the Prior PIR Bonds will be called for
redemption in the principal amount of$1,355,000. It is hereby found and determined that based upon
information presently available from the City's municipal advisor,the issuance of the Honds, a portion of
which will be used to redeem and prepay the Prior Bonds, is consistent with covenants made with the
holders of the Prior Bonds and is necessary and desirable for the reduction of debt service costs to the
City.
5.02. Aplilication of Proceeds of Bonds. It is hereby found and determined that the proceeds of
the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service
funds established for the Prior Bonds, will be sufficient to prepay all of the principal of, interest on and
redemption premium(if any)on the Prior Bonds.
5.03, Redem��tion: Date of Redemption:_Notices of Call for Redemption. The Prior Bonds
maturing after the Redemption Date will be redeemed and prepaid on the Redemption Date. The Prior
Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the terms and
conditions set forth in the forms of Notice of Call for Redemption attached hereto as EXHIBTTS D-1 and
D-2,respectively, which terms and conditions are hereby approved and incorporated herein by reference.
The registrars for the Prior Bonds are authorized and directed to send a copy of the respective Notice of
Call for Redemption to each registered holder of the Prior Bonds at least thirty (30) days prior to the
Redemption Date.
Section 6. Authentication of Transcri�,t.
6.01. Cit� Proceedin�s and Records. The off`icers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the facts within
their knowledge or as shown by the books and records in their custody and under their control,relating to
614214v6HP110-102 g
the validity and ma.rketability of the Bonds and such instruments,including any heretofore furnished,will
be deemed representations of the City as to the facts stated therein.
6A2. Certification as to Final Official Statement. The Mayor, the City Manager, and the
Finance Director are hereby authorized and directed to certify that they have examined the Final 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 offering materials are a complete and accwate representation of the
facts and representations made therein as of the date of the offering materials.
6.03. Other Certificates. The Mayor, the City Manager, and the Finance Director are hereby
authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a
condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers,at the closing the Mayor,the City Manager,and
the Finance Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
6.04. Payii�ent of Costs of Issuapce. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to K1einBank,Chaska,Minnesota,on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers and Associates,
Inc.
Section 7. Tax Covenant.
7.01. Tax_Exem�t Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Intemal Revenue
Code of 1986, as amended(the "Code"), and the Treasury Regulations promulgated thereunder, in effect
at the time of such actions, and that it will take or cause its officers, employees or agents to take, all
affirmative action within its power that may be necessary to ensure that such interest will not become
subject ta taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
7.02. Rebate. The City wil] comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code,
including without limitation requirements relating to temporary periods for investments, limitations on
amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess investment
earnings to the United States.
7.03. Not Private Activit�� Bonds. The City further covenants not to use the praceeds of the
Bonds or to cause or permit them or any of them to be used,in such a manner as to cause the Bonds to be
"private activity bonds"within the meaning of Sections 103 and 141 through 150 of the Code.
7.04. t�ualified Tax—�xemi�t Obli�ations. The Bonds are deemed to be qualified tax-exempt
obligations within the meaning of Section 265(b)(3)of the Code because the City determines that:
(a) the Prior Bonds were qualified tax-exempt obligations;
(b) the Bonds are not taken into account in determining the status of the City as a
"qualified small issuer"within the meaning of Section 265(b)(3) of the Code,because the amount
of the Bonds does not exceed the outstanding amount of the Prior Bonds;
614214vbHP110-(02 9
(c) the average maturity date of the Bonds is not later than the average maturity date
of the Prior Bonds;and
(d) the Bonds have a maturity date which is not later than the date which is thirty
(30)years after the date the Prior Bonds were issued.
7.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 8. Book-Entr� Svstein: Limited Obli�ation of Cit�•.
8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee for The Depository Trust Company, New York,New York, and its
successors and assigns("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede&Co., as nominee of DTC.
8.02. Particinants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the 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
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 Aonds, of any amount
with respect to principal of, premium, if any, or interest on the Bonds. The City, the 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 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 af,premium,if
any,and interest on the Bonds only to or on the order of the respective registered owners,as shown in the
registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy
and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest
on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds,
as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the
obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., the words"Cede & Co."
will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Registrar and Paying Agent.
8.03. RePresentation Letter, The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of 1Zepresentations (the"Representation Letter") which will govem payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent,respectively,to be complied with at all times.
614214v6IiP110-102 1 Q
8.04. Transfers Outside Book-Entn, Sv_stem. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds
that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue,
transfer and exchange Bond certificates as requested by DTC and any other registered owners in
accordance with the pmvisions of this resolution. DTC may determine to discontinue providing its
services with respect to the Bonds at any time by giving notice to the City and discharging its
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
of payment thereof.
8.05. Pa��ments 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 9. Continuin�,Disclosure.
9.01. Execution of ContinuinL Disclosure. Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certif cate executed by the Mayor and City Manager and dated
the date of issuance and delivery of the Bonds,as originally executed and as it may be amended from time
to time in accordance with the tenns thereof.
9.Q2. Citv Com�,liance_with Provisions of Continuin� Disclosure Certificate. 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.
Section 10. Defeasance. VJhen all Bonds and all interest thereon have been discharged as
provided in this secrion,all pledges,covenants and other rights granted by this resolution to the holders of the
Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full
payment of the principal of and interest on the Bonds will remain in full force and effect. The City may
discharge all Bonds which are due on any date by depositing with the Registraz on or before that date a sum
sufficient for the payment thereof in fiill. If any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
614214v6HYl 10-102 1�
The motion for the adoption of the foregoing resolution was duly seconded by Member Hunke,
and upon vote being taken thereon,the following voted in favor thereof:
Gadd,Brausen,I�uznia,Halverson,and Hunke
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
614214v6HP110-102 12
Passed and adapted this 4th day of November,2019.
..�
c'�'��----
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Ivlayor
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Attest:
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City Clerk
614214v6HP1 l0-]02 13