03-9404r
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RESOLUTION NO. 9404
A RESOLUTION A WARDING THE SALE OF APPROXIMATELY
$3,520,000 TAXABLE GENERAL OBLIGATION
TAX INCREMENT BONDS, SERIES 2003C;
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 Richfield, Hennepin County,
Minnesota (City) as follows:
Section 1.
Sale of Bonds.
1.01. It is hereby determined that:
(a) the City and the Housing and Redevelopment Authority in and for
the City of Richfield (Authority) previously established the Richfield Redevelopment
Project Area (Project Area) pursuant to Minnesota Statutes, Sections 469.001 through
469.047 (Act);
(b) the City has duly established Lyndale Gateway West Tax
Increment Financing District (TIF District) within the Project Area pursuant to Minnesota
Statutes, Sections 469.174 to 469.179 (TIF Act);
(c) the City is authorized by section 469.178 of the TIF Act to issue
and sell its general obligations to pay all or a portion of the public redevelopment costs
(Costs) related to the Project Area as identified in the plan (Plan) for the TIF District.
(d) the City has previously issued its $4,840,000 Taxable General
Obligation Temporary Tax Increment Bonds, Series 2003A (Series 2003A Bonds), the
proceeds of which were used to pay certain Costs in the Project Area.
(e) the City has now determined to refund a portion of the Series
2003A Bonds and finance certain additional Costs authorized in the Plan, summarized as
follows:
Public Redevelopment Cost
Amount
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Project Costs (land acquisition, demolition, site work
and related costs)
Partial Refunding of Series 2003A Bonds
Contingency
Discount Allowance
Finance Related Expenses
Capitalized Interest
Total Uses
$1,260,000
1,840,000
2,505
68,835
45,000
313,660
$3,520,000
(f) it is necessary and expedient to the soUnd financial management of
the affairs ofthe City to issue approximately $3,520,000 Taxable General Obligation Tax
Increment Bonds, Series 2003C (Bonds) to provide financing for the Costs;
(g) the Authority has requested the City to issue and sell its general
obligations to provide temporary financing for .a portion of the Costs.
(h) a S~.C9nd Alll.ended Tax Increment Pledge Agreement between the I
Authority and the City (Pledge Agreement) is approved in substantially the form on file
with the City, and the Mayor and City Manager are authorized to execute such agreement
on behalf of the City.
1.02. The proposal of Griffin, Kubik, Stephens & Thompson, Inc. (Purchaser) to
purchase $3,470,000 Taxable General Obligation Tax Increment Bonds, Series 2003C (Bonds)
of the City described in the Official Terms of Proposal thereof is found and determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of
$3,402,675.81 plus accrued interest to date of delivery, for Bonds bearing interest as follows:
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I Year of Interest Year of Interest
Maturitv Rate Maturitv Rate
2007 4.375% 2017 5.125%
2008 4.375% 2018 5.20%
2009 4.375% 2019 5.25%
2010 4.375% 2020 5.30%
2011 4.50% 2021 5.375%
2012 4.70% 2022 5.40%
2013 5.00% 2023 5.40%
2014 5.00% 2024 5.50%
2015 5.00% 2025 5.50%
2016 5.00%
True interest cost: 5.4168%
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1.03. The sum of $340.81 being the amount proposed by the Purchaser in excess of
$3,402,335.00 will be credited to the Debt Service Fund hereinafter created. The City Finance
Manager 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.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 469 (Act) in the total principal amount of $3,470,000, originally dated as of date of
delivery, in the denominiltion of $5,000 each or any integral multiple thereof, numbered No. R-l,
upward, bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
Year Amount Year Amount
2007 $115,000 2017 $185,000
2008 120,000 2018 195,000
2009 125,000 2019 205,000
2010 130,000 2020 215,000
2011 135,000 2021 225,000
2012 140,000 2022 240,000
2013 150,000 2023 250,000
2014 155,000 2024 265,000
2015 165,000 2025 280,000
2016 175,000
1.05. Optional Redemption. The City may elect on February 1, 2014, and on any day
thereafter to prepay Bonds due on or after February 1,2015. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the partic~lar (lJ:l1ount of s,!ch maturity to be prepaid. DTC will determine I
by lot the amount of each parti:cipant's interest in such matu~!ty to be redeemed and each
participant will then select by lot the beneficial oW!lership interests in such maturity to be
redeemed.Prep~ynrentswm beat a price 6fp:arplusl'!-9,SXB:~4 ip;t~Fe~t
1.06. Term Bonds. To be completed if Term Bonds are requested by the Purchaser.
Section 2.
Registration and Paym~rt.
2.01. Registered Form. The Boo,ds will be issued only in fully registered form. The
interest thereon and, upon surren<ier of eJ:i.ch ~ond, the princip'tl amount thereof, is payable by
check or draft issued by the Registrar describeq herein.
.,+,02. Dates~ Interest Pa:xment Dates., Each Bond will be dated as of the last interest
paym~n~ d.5l-t~ prec~dingt4e date of alJ,th.~n!icaticm 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 ~a<;le avaitable for payment, in which case the Bond will be
dated as of the date of autlfentication, or (ii) the date of authentication is prior to the first interest
. . . . , ~..' , ' . .. '.' ,,- '"
payment date, in which case the Bonq will.be elated as pfthe date of priginal issue. The interest
on the Bonds is payable on February 1 and August 1 of each year, commencing February 1,
2004., to the registered owners of record thereof as of the close of business on the fifteenth day of
the immediately preceding month, whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (Registrar). The effect of registration and the rights and duties of the
City and the Registrar with respect thereto are as follows:
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(a) Reg!st~r. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in
form satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar will
authenticate and deliver, in the name of the designated transferee or transferees, one or
more new Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of any transfer
after the fifteenth day of the month preceding each interest payment date and until that
interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner I
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.
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( d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on
account of, the principal of and interest on the Bond and for all other purposes, and
payments so made to a registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
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(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 Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and charges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registrar must be named as obligees. Bonds so surrendered
to the Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured
or been called for redemption in accordance with its terms it is not necessary to issue a
new Bond prior to payment.
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(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) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided
that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Regi~trar. The City appoints U.S. Bank National I
Association~ St. Pa,ill, MiI}11espta,as the initial Registrar. The Mayor and the City Manager are
authoriied to ~xecute and dyliver, on beh,alf of t4~ C;~ty, a c,ontract with the R~gistrar. Upon
merger or consolidation of the Registrar with all,pther corporatioQ., 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 3.0 days' notice an<iuPQn the appointment of a success.or Registrar, in which event
the predecessor Registrar must deliyer aJl Clilm and Bon,<l~ in its possession to the successor
Registrar and must (leliv~r t~~ bOllcl register to the successor Registrar. On or before each
principal or interest due date, without further order of this Council, the City Finance Manager
must transmit to 'the-Registrar mOQ.ies sufficient for the payment of all principal and interest then
due.
2,05. Execution. Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on bYI1<ilif of the City by the signatures of the
Mayor and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appeat"s on the BpIldsceases to be such officer before the clelivery of a Bond, such
signatl;lfe orfacsim11~ 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 I
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. Certifieates of authentication on
different Bonds need not Pe ~igned by tl1e $.lilIlle r~P{e$~p.1atiYe. 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 Administr~tor wm deliver the s~e to the Purchaser upon payment of the purchase price in
accordance with the contract 9f ~le l;1eretofoTe made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3.
Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
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No.R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
$
TAXABLE GENERAL OBLIGA nON TAX INCREMENT
BOND, SERIES 2003C
Rate
Maturitv
Date of
Orig:inal Issue
CUSIP
I, 2003
Registered Owner: Cede & Co.
The City of Richfield, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (City), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the
principal sum of $ on the maturity date specified above, with interest thereon from
the date hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing February 1, 2004, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immediately preceding
month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are
payable in lawful money of the United States of America by check or draft by U.S. Bank
National Association, St. Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and
Authenticating Agent, or its designated successor under the Resolution described herein. For the
prompt and full payment of such principal and interest as the same respectively become due, the
full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1,2014, and on any day thereafter to prepay Bonds due
on or after February 1,2015. Redemption may be in whole or in part and ifin part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify The Depository Trust Company (DTC) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
This Bond is one of all iSSll~ in th~ aggregate princip&l amount of $3,470,000 all of like I
original issue date and tenor, except as to nl!illber, matl,lfity date, redemption privilege, and
interest rate, all issued pursuant to a r~solution adopted by the City Council on Novem.ber 12,
2003 (the Resolution), for t~~ purpose of providing money to aid i1), financing public
redevelopment costs in a redevelopment project (Proje~t) in th~ City, pursuant to and in full
conformity with the home rule -charter of the City and th~ Cehstitution and laws of the State of
Minnesota, ineludingJvfinnesot'a -8tjltutes, Sections 469.174 through 469.179, the Minnesota Tax
Increment Financing Act, and Minnesota Statutes, Sections 469.001 through 469.047, and the
principal hereof and interest hereon are payable primarily from tax increments res\llting from
increases in taxable valuation of real property in a tax increment financing district within the
ProJ~ct asse1forth in the ~~S9Iutipl.1 t9 which reference is made for a fllll statelll.~nt of rights and
powers thereby conferred. . The full faitl1 and. credit of the City are irrevocably pledged for
payment of this Bond ~d the City Coup,cil has obligated itself to levy ad valorem taxes on all
taxable property in the City in the eY~nt of any deficiency of tax increments pledged, which
additional taxes may be levied without limitation as to rate or amount. The ~9nds of this series
are issued only as fully registered Bonds in cienominations of $5,000 or any integral multiple
thereof of single maturities:
As provided in the Resellltitm and subject to certain limitations set forth therein, this
Bond is tr.artsferable upon the bpoks of the City at the principal effice of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon I
surrender.~e.!eoftogether with a written instrurp.ent oftransfer 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 at exchange the City
will cause a new Bond or Bonds to be issued in the l.1aIne 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 reilubursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar will
be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws
of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and
in the issuance ofthis 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.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit I
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.
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-}-":;.t't~.-,.;--,_.> ;-.B-;!"
IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set
forth below.
Dated:
CITY OF RICHFIELD, MINNESOTA
(facsimile)
City Manager
(facsimile)
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
III common
UNIF GIFT MIN ACT Custodian
(Cust ) (Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
(State)
Act. . . . .
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby seUs, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevddibly COl1stitute and appoint attorney to
transf~rth~ said Bond on the books kept for registration of the within Bond, with full power of
substitution in;fuewetni~.
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 GYarantee<J::
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NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the I
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SBMP"), the New York Stock Exchange, Inc. Medallion Signatures Program
("MSP") or other such "signature guarantee program" a,s milY be determined by the Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, an in accordance with the Securities
Exchange Aet of 1934, as am€nded.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this
Bond is held by joint account.)
Please insert social security or other
identifying number of assignee
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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 name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of the Registrar
Cede & Co.
Federal ID #13-2555119
3.02. The City Manager is directed to obtain a copy of the proposed approving legal
opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete
except as to dating thereof and will cause the opinion to be printed on or accompany each Bond.
Section 4.
Payment: Securitv.
4.01. The Bonds are payable from the Taxable General Obligation Tax Increment
Bonds, Series 2003C Debt Service Fund (Debt Service Fund) hereby created, and all tax
increments (Tax Increments) received by the City from the TIF District pursuant to the Pledge
Agreement described in Section 1.01 hereof are pledged to the Debt Service Fund. If a payment
of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt
Service Fund to pay the same, the City Finance Manager will pay such principal or interest from
the general fund of the City, and the general fund will be reimbursed for those advances out of
the proceeds of Tax Increments when received. There is hereby appropriated to the Debt Service
Fund (i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over the
minimum purchase price of the Bonds paid by the Purchaser, and (iii) the accrued interest paid
by the Purchaser upon closing and delivery of the Bonds.
4.02. The proceeds of the Bonds, less the appropriations made in Section 4.01 and less
the amounts applied to partial refunding of the Series 2003A Bonds as described in Section 5,
will be made available to the Authority for application in accordance with the Pledge Agreement.
4.03. The City Manager 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.
4.04. It is determined that the estimated collection of Tax Increments 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.
Section 5.
Refunding~ Findings~, Redemption of Refunded Bonds.
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5.01. AU or any portion of the principal amount of the Series:f003A Bonds is callable
on February 1,2004. IHshefeby foullP aIld getyrmine~ that p;;lsed upon informati6h'ptesently
available from the City's financial advisers, the issuance of the Bonds, in part, to refund a portion
of the outstanding principal amOunt of the Series 2003A Bonds is consistent with covenant by
the City with the holders thereof to issue definitive obligations at before maturity of the Series
2003A Bonds, and that such issuance is necessary and desirable for the adjustment of maturities
in relation to the resources available for their payment.
5.02. Series 2003A Bonds in, the principal amount of $1,840,000, maturing on February
1, 2006 will be redeemed and prepaid on February 1, 2004. The Series 2003A Bonds will be
redeemed in part and 'prepaid in accordance with their terms and in accorda,nce'with the'terms
and ,conditions set forth in the fOrms of Notioe of Call for Redemption attached hereto as
Attachment B which terms and conditions are heret>y approved and incorporated herein by
reference. The Registrar for the Series 2003A Bonds is authorized and directed to send a copy of
the Notice of Redemption to each registered holder ofthe Series 2003A Bonds.
Section 6.
Authentication of Transcript.
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6.01. The officers of the City are authorized and clirected to prepare and furnish to the I
Purchaser and to the attorneys approvihg the Bonds, certified copies of proceedings and records
of the City rdating to the Boncls ;;lIl,d 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 the validity and marketability of the Bonds, and such instruments, including any
heretofore furnished, may be d~emed representations of the City as to the facts stated therein.
6.02. The Mayor, City Manager and Finance Manager are hereby authorized and
directed to certify that they have examined the Official Statement prepared and circulated in
connection with the issuance and sale of the Bonds and that to the best of their knowledge and
belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
6.03. 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 Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the
closing date for further distribution as directed by the City's financial adviser, Ehlers &
Associates, Inc;
Section 7.
Book-Entry System: Limited Obligation of City.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or I
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Bond Registrar in the name of Cede & Co., as nominee for The Depository Trust Company,
New York, New York, and its successors and assigns (DTC). Except as provided in this section,
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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 ofDTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(Participants) or to any other person on behalf of which a Participant holds an interest in the
Bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Bond Registrar,) of
any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to
any Participant or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The City, the Bond Registrar
and the Paying Agent may treat and consider the person in whose name each Bond is registered
in the registration books kept by the Bond Registrar as the holder and absolute owner of such
Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or
on the order of the respective registered owners, as shown in the registration books kept by the
Bond Registrar, and all such payments will be valid and effectual to fully satisfy and discharge
the City's obligations with respect to payment of principal of, premium, if any, or interest on the
Bonds to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Bond Registrar, will receive a certificated
Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City 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 ofDTC; and upon receipt
of such a notice, the City Manager will promptly deliver a copy of the same to the Bond
Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registrar subsequently appointed by the City with respect to the
Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
7.04. 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 interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor s€curities depository is appointed, the City will issue and the Bond I
Registrar will authenticate Bonci certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, ex<:;hange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long. as a Bond is registereci iJl th~ name of Cede & Co., as nominee of DTC,
payments with respect to principal of; premiuj;U, if apy, and inte)test on the Bdrid ,and notices with
respect to the Sond will be - tria-de and given, respectively in the manner provided in DTC's
Operational Affahgemefits, 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. Notwithstanding any other provision of
this Resolution, failure of the City to cOlIlply with the Continuing Disclosure Certificate is not to
be considered an event of defallJt with resm1ct to the Bonds; however, any Bondholder may take
such actions as may be necessary and appropriate, including seeking mandate or specific
perf.ormance by court order, to caUSe the City to comply with its obligations under this section.
8.02. "Contirfuihg Disclosure Certi.flcate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery I
of the Bonds, as originallyexe<:;utedand as it lJlay be amended from time to time in accordance
with th~ tenns-thereof.
Section 9. Defeasance. When all Bonds and all interest thereon, have been discharged as
provided in this section, all pledges, coveiiantsand other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of t4e 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 Bpnds which are due on any date by depositing
with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any
Bond should not be paid when que; 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.
Adopted by the City Council of the City of Richfielq, Minnesota this 9th day of December, 2003.
ATTEST:
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BID TABULATION
$3,520,000* Taxable General Obligation Tax Increment Bonds, Series 2003C
CITY OF RICHFIELD, MINNESOTA
SALE: December 9, 2003
AWARD: GRIFFIN, KUBIK, STEPHENS & THOMPSON, INC.
Moody=s Investors Service AAa3" (maturities 2007-2018) BBI: 4.73%
FSA Insurance (Moody=s Investors Service Aaa" maturities 2019-2025)**
NET
MATURITY RATE REOFFERING PRICE INTEREST
(February 1) YIELD COST
RATING:
NAME OF BIDDER
GRIFFIN, KUBIK, STEPHENS & THOMPSON,
INC.
Chicago, Illinois
I
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
4.375%
4.375%
4.375%
4.375%
4.500%
4.700%
5.000%
5.000%
5.000%
5.000%
5.125%
5.200%
5.250%
5.300%
5.375%
5.400%
5.400%
5.500%
5.500%
2.900%
3.350%
3.750%
4.100%
4.400%
4.650%
4.950%
5.000%
5.050%
5.100%
5.200%
5.250%
5.300%
5.350%
5.400%
5.450%
5.500%
5.520%
5.550%
TRUE
INTEREST
RATE
$3,451,360.01 $2,589,064.49 5.4214%
NAME OF BIDDER
IVIA TVRITY
(February 1)
RATE REOFFERING
YIELD
PRICE
NET TRU
INTEREST INTER
COST RATE
" ~,
*Subsequent to bid opening the issue size was decreasep to $3,470,000 with the 2020 maturity decreased $5,000 to $215,000, the 2021
maturity decreased $5,000 to $225,000, the 2022 maturity decreased $5,000 to $240,000, the 2023 maturity decreased $10,000 to
$250,000, the 2024 maturity decreased $10,000 to $Zp5,QOO, and the 2025 maturity d~creased $15,000 to $280,000 in maturity value.
Adjusted Price - $3,402,675.81
Adjusted Net Interest Cost ~ $2,535,260.78
Adjusted TIC - 5.4168%
**FSA Insblrance purchase(U)yGF~ffin, KUbik, Stephens & Thompsbh, Inc.
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. . -.
RAYMOND JAMES & ASSOCIATES, INC. 2007 3.000% $3,451,586.70 $2,600,018.26 5.4308%
S1. Petersburg, Florida 2008 3.500%
2009 3.875%
.2010 4.200%
2011 4.375%
2012 4.600%
2013 4.750%
2014 4.875%
2015 5.000%
2016 5.100%
2017 5.1.25%
2018 5.250%
2019 5.500%
2020 5.500%
2021 5.500%
2022 5.500%
2023 5.500%
2024 5.500%
2025 5.500%
U.S. BANCORP PIPER JAFFRAY 2007 4.000% $3,478,618.15 $2,652,925.68 5,5188%
Minneapolis, Minnesota 2008 4.000% I
2009 4.000%
2010 5.000%
2011 5.000%
2012 5.000%
2013 5.000%
2014 5.000%
E OF BIDDER
MATURITY
(February 1)
RATE REOFFERING
YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
2015 5.000% . . , ,
2016 5.000%
2017 5.400%
2018 5.400%
2019 5.400%
2020 5.400%
2021 5.400%
2022 5.750%
2023 5.750%
2024 5.750%
2025 5.750%
NORTHLAND SECURITIES, INC. 2007 3.100% $3,451,360.00 $2,646,602.76 5.5207%
Minneapolis, Minnesota 2008 3.500%
ROBERT W. BAIRD & COMPANY, INC. 2009 3.900%
Milwaukee, Wisconsin 2010 4.150%
BERNARDI SECURITIES, INC. 2011 4.400%
Chicago, Illinois 2012 4.600%
2013 4.800%
2014 4.900%
I 2015 5.000%
2016 5.100% I
2017 5.200% !
2018 5.250%
2019 5.400%
2020 5.500%
2021 5.600%
2022 5.700%
2023 5.700%
2024 5.700%
2025 5.700%
LEGG MASON WOOD WALKER, INC. 2007 3.000% $3,459,982.99 $2,666,076.95 5.5575%
Minneapolis, Minnesota 2008 3.500%
2009 3.850%
2010 4.350%
2011 4.500%
2012 4.750%
2013 5.000%
2014 5.100%
2015 5.250%
2016 5.250%
2017 5.250%
2018 5.250%
2019 5.600%
2020 5.600%
2021 5.600%
2022 5.700%
2023 5.700%
2024 5.700%
2025 5.700%
.
NAME OF BIDDER
<<MA"'V~ITY
(F~t)rU~ry 1)
RATE REOFFERING
YIELD
PRICE
NET lR.U
INTEREST INTER
COST RAtE
. .
MORGAN KEEGAN&CO;,INC; ~o,q7 3.5QO% $3,452,225.45 $2,672,839.6.6 5.5798%
Memphis, Tennessee 2008 3.500%'
~QQi~ ~7~9o/,~.
201'0 4.125% ".
, 2011 4.375%
2012 4.700%
02013 4.900%
2014 5.000%
2015 5.400%
2016 5.400%
20.17 5.400%
2018 ?.400%
2019 5.400%
2,020 50400%
2021 5.700%
2022 5.700%
2023 5.700%
2024 5.700% .,',
2025 5.700%
. . . - '",>
. . .,
."', -
CRONIN & COMPANY, INC. '20Q7 4.000% $3,466,719.75 $2,768,153.06 507531
Minneapolis, Minnesota 2008 4.000%
UBS FINANCIAL SERVICES INC. 2009 4.000%
Chicago, Illinois 2010 4.100%
CIBC WORLD MARKETS 2011 4.450%
New York, New York ~O12 4.750%
CITIZENS BANK 2013 5.000%
Flint, Michigan, 2014 5.100%
KIRLIN SE9URITIES, INC. 2015 1;>.200%
Syosset, Illinois 2016 5.;350%
2017 5:500%
..<:: ':~ -'It' ..5.50'(1%
2018
1019 5.500%
2020 6.000%
2021 6.000%
2022 6.000%
2023 6.000%
2024 . 6.000%
2025 6.000%
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ATTACHMENTB
NOTICE OF CALL FOR PARTIAL REDEMPTION
$4,840,000
TAXABLE GENERAL OBLIGATION TEMPORARY
TAX INCREMENT BONDS, SERIES 2003A
CITY OF RICHFIELD
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield,
Hennepin County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1,2004
a portion of outstanding bonds of the City designated as Taxable General Obligation Temporary
Tax Increment Bonds, Series 2003A, dated September 9, 2003, having a stated maturity date of
February 1, 2006, totalin~ $1,840,000 in principal amount, and with the following CUSIP number:
Year
Amount
CUSIP
2006
$1,840,000
763325 L 70
The above portion of bonds are being called at a price of par plus accrued interest to February 1,
2004, on which date all interest on the specified portion of said bonds will cease to accrue. Holders
of the bonds hereby called for redemption (selected by lot in accordance with the resolution
awarding sale of the Bonds) are requested to present their bonds for payment at the main office of
U.S. Bank Trust National Association, in the City of St. Paul, Minnesota, on or before February 1,
2004.
Ifbv mail:
U.S. Bank National Association
Corporate Trust Operations
60 Livingston Avenue
EP-MN- WS3C
St. Paul, MN 55107
If by hand:
U.S. Bank National Association
60 Livingston Avenue
3rd Floor - Bond Drop Window
St. Paul, MN 55107
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2001, federal backup withholding tax will be withheld at the applicable backup withholding
rate in effect at the time the payment by the redeeming institutions if they are not provided with
your social security number or federal employer identification number, properly certified. This
requirement is fulfilled by submitting a W-9 Form, which may be obtained at a bank or other
financial institution.
The Registrar will not be responsible for the selection or use of the CUSIP nurilber, nor is
any representation made as to the correctness indicated in the Redemption Noti~ or on any Bond.
It is included solely for convenience of the Holders. .
Additional information may be obtained from:
u.s. Bank Trust National Association
Corporate Trust Division
Bondholder Relations (800) 934-6802
Dated: December 9, 2003.
BY ORnER OF THE CITY COUNCIL
By. Samantha.Qrduno.
City Manager
City of Richfield, Minnesota
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