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03-9396r I I I 218 RESOLUTION NO. 9396 A RESOLUTION AWARDING THE SALE OF $710,000 GENERAL OBLIGATION CAPITAL NOTES, SERIES 2003B; 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 Notes. 1.01. It is hereby determined that: (a) the City is authorized by Minnesota Statutes, Sections 410.32 and 412.301 (the Act) to issue its general obligation capital notes (Notes) on such terms and in such manner as the City determines to finance the purchase of items of capital equipment (Equipment), subject to certain limitations contained in the Act; (b) the City has purchased or will purchase various items of Equipment, which items and the estimated cost thereof, are listed on Exhibit B, attached hereto and made a part hereof; (c) as required by the Act, (i) the expected useful life of each item of Equipment is or will be at least as long as the term of the Notes; and (ii) the principal amount of Notes to be issued in the year 2003 will not exceed 0.25 percent of the market value of taxable property in the City for the year 2003; (d), it is necessary and expedient for the City to issue its Notes for the purchase of Equipment and related expenses as shown on Attachment A. (e) it is necessary and expedient to the sound financial management of the affairs of the City to issue approximately $710,000 General Obligation Capital Notes, Series 2003B pursuant to the Act to provide financing for the Equipment. 1.02. The proposal of Miller Johnson Steichen Kinnard Investment Securities, Inc. (Purchaser) to purchase $710,000 General Obligation Capital Notes, Series 2003B (Notes) of the City described in the Terms of Proposal thereof is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Notes at a price of $710,875.00 plus accrued interest to date of delivery, for Notes bearing interest as follows: I I I Year of Maturity Interest Rate 2005 2006 2.00% 2.00% True interest cost: 1.9240% 1.03. The sum of $5,135.00 being the amount proposed by the Purchaser in excess of $705,740 is 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 Notes, 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 Notes pursuant to the Act, in the total principal amount of $710,000, originally dated November 25, 2003, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 without option of prior payment in the years and amounts as follows: Year Amount 2005 2006 $350,000 $360,000 Section 2. Registration and Payment. 2.01. Registered Form. The Notes will be issued only in fully registered form. The interest thereon and, upon surrender of each Note, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates: Interest Payment Dates. Each Note will be dated as of the last interest payment date preceding the date of authentication to which interest on the Note 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 Note 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 Note will be dated as of the date of original issue. The interest on the Notes is payable on February 1 and August 1 of each year, commencing August 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 that day is a business day. 2.03. Registration. The City will appointa 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: I (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Notes and the registration of transfers and exchanges of Notes entitled to be registered, transferred or exchanged. (b) Transfer of Notes. Upon surrender for transfer of a Note 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 Notes 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 Notes. When Notes are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Notes of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. I (d) Cancellation. Notes 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 Note is presented to the Registrar for transfer, the Registrar may refuse to transfer the Note until the Registrar is satisfied that the endorsement on the Note 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 Note is registered in the bond register as the absolute owner of the Note, whether the Note is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Note 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 Note 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 Notes sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. I I I I (h) Mutilated, Lost. Stolen or Destroved Notes. If a Note becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Note of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in lieu of and in substitution for any Note 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 Note destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Note 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. Notes 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 Note has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Note prior to payment. 2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, St. Paul, 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 the resulting business, such corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Notes in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Finance Manager must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Notes 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 facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Notes ceases to be such officer before the delivery of any Note, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Note 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 Note has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Notes need not be signed by the same representative. The executed certificate of authentication on a Note is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Notes have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. I I I 2.06. Temporary Notes. The City may elect to deliver in lieu of printed definitive Notes one or more typewritten temporary Notes 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 Notes the temporary Notes will be exchanged therefor and cancelled. Section 3. Form of Note. 3.01. The Notes will be printed or typewritten in substantially the following form: No.R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD $ GENERAL OBLIGATION CAPITAL NOTES, SERIES 2003B Rate Maturity Date of Original Issue CUSIP November 1,2003 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 promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $710,000 on the maturity date specified above without option of prior payment, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing August 1,2004, to the person in whose name this Note 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, S1. Paul, Minnesota, as Note 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. I I I The City Council has designated the issue of Notes of which this Note forms a part as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. This Note is one of an issue in the aggregate principal amount of $710,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on October 28, 2003 (the Resolution), for the purpose of providing money to defray expenses incurred or to be incurred in purchasing various items of capital equipment, pursuant to and in full conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 410.32 and 412.301 and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Note 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, which taxes may be levied without limitation as to rate or amount. The Notes of this series are issued only as fully registered Notes in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Note is transferable upon the books of the City at the principal office of the Note Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Note Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Notes of other authorized denominations. Upon such transfer or exchange the City will cause a new Note or Notes to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. The City and the Note Registrar may deem and treat the person in whose name this Note is registered as the absolute owner hereof, whether this Note is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the Note Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and the Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Note 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 Note does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. I I I This Note is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Note Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City Council, has caused this Note to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Note to be dated as ofthe date set forth below. Dated: CITY OF RICHFIELD, MINNESOTA (facsimile) City Manager (facsimile) Mayor CERTIFICATE OF AUTHENTICATION This is one of the Notes 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 Note, will be construed as though they were written out in full according to applicable laws or regulations: TEN COM -- as tenants In common UNIF GIFT MIN ACT (Cust) Custodian (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors I JT TEN -- as joint tenants with right of survivorship and not as tenants in common Act ...................... (State) Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto the within Note and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the said Note on the books kept for registration of the within Note, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Note in every particular, without alteration or any change whatever. I Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Note Registrar will not effect transfer of this Note unless the information concerning the assignee requested below is provided. Name and Address: I (Include information for all joint owners if this Note is held by joint account.) I I I Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRA nON 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 Registrar Cede & Co. Federal ID #13-2555119 3.02. The City Manager is authorized and 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 to cause the opinion to be printed on or accompany each Note. . Section 4. Pavment: Security: Pledges and Covenants. 4.01. The Notes will be payable from the General Obligation Capital Notes, Series 2003B Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of the ad valorem taxes hereinafter levied are pledged to the Debt Service Fund. If a payment of principal or interest on the Notes 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 may be reimbursed for those advances out of the proceeds of the taxes levied by this resolution when collected. There is appropriated to the Debt Service Fund (i) all capitalized interest financed from Note proceeds, if any, (ii) any amount over the minimum purchase price of the Notes paid by the Purchaser, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Notes. I I I 4.02. For the purpose of paying the principal of and interest on the Notes, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year oflevy for collection the following year): YEAR LEVY YEAR LEVY (See Attachment B) 4.03. It is determined that the estimated collection of the foregoing taxes will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Notes. The tax levy herein provided is irrepealable until all of the Notes are paid, provided that at the time the City makes its annual tax levies, the City Manager may certify to the County Auditor of Hennepin County 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 that year by the amount so certified. 4.04. The City Clerk is authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 5. Authentication of Transcript. 5.01. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Notes, certified copies of proceedings and records of the City relating to the Notes 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 the validity and marketability of the Notes, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. The Mayor, City Manager and Finance Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Notes 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. I I I 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 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 6. Tax Covenant. 6.01. The City covenants and agrees with the holders from time to time of the Notes 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 Notes to become subject to taxation under the Internal 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 to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Notes. 6.02. (a) The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Notes 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 Notes, and the rebate of excess investment earnings to the United States if the Notes (together with other obligations reasonably expected to be issued in calendar year 2003) exceed the small-issuer exception amount of $5,000,000. (b) F or purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City finds, determines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Notes are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(C) of the Code. 6.03. The City further covenants not to use the proceeds of the Notes or to cause or permit them or any of them to be used, in such a manner as to cause the Notes to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. In order to qualify the Notes as "qualified tax-exempt obligations" within the meaning of Section 265(b )(3) of the Code, the City makes the following factual statements and representations: (a) the Notes are not "private activity bonds" as defined in Section 141 of the Code; (b) the City designates the Notes as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) ofthe Code; I I I (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2003 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2003 have been designated for purposes of Section 265(b )(3) of the Code. 6.05. 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 7. Book-Entry Svstem: Limited Obligation of City. 7.01. The Notes will be initially issued in the form of a separate single typewritten or printed fully registered Note for each of the maturities set forth in Section 1.03 hereof. Upon initial issuance, the ownership of each Note will be registered in the registration books kept by the Note 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 Notes will be registered in the registration books kept by the Note Registrar in the name of Cede & Co., as nominee ofDTC. 7.02. With respect to Notes registered in the registration books kept by the Note Registrar in the name of Cede & Co., as nominee of DTC, the City, the Note 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 Notes as securities depository (Participants) or to any other person on behalf of which a Participant holds an interest in the Notes, 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 Notes, (ii) the delivery to any Participant or any other person (other than a registered owner of Notes, as shown by the registration books kept by the Note Registrar,) of any notice with respect to the Notes, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Notes, of any amount with respect to principal of, premium, if any, or interest on the Notes. The City, the Note Registrar and the Paying Agent may treat and consider the person in whose name each Note is registered in the registration books kept by the Note Registrar as the holder and absolute owner of such Note for the purpose of payment of principal, premium and interest with respect to such Note, for the purpose of registering transfers with respect to such Notes, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Notes only to or on the order of the respective registered owners, as shown in the registration books kept by the Note 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 Notes to the extent of the sum or sums so paid. No person other than a registered owner of Notes, as shown in the registration books kept by the Note 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 I I I 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 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 Note 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 Note 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 Notes that they be able to obtain Note certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Note certificates. In such event the City will issue, transfer and exchange Note 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 Notes 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 Note Registrar will authenticate Note certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange 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 Note 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 Note and all notices with respect to the Note 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. 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. 8.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate 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 terms thereof. I I I Adopted by the City Council of the City of Richfield, Minnesota this 28th day of October, 2003. Attest: "-10t1 ~;lA Nancy ~ Clerk I ATTACHMENT A Capital Equipment * Discount Allowance Costs of Issuance Contingency Total * See attached for detail I I $688,300 4,260 16,000 1.440 $710,000 I I "<t o o N '" <U .... o Z I .... ro <U .i:: ..gp f') P::: o..;:::lOU roo:l\O U___-:.,,: i:l-.O\ n s ,...., ~ ~ o.~ t:r..o"<tro ~> sll~] <C~ g Q ~ ~ "'0.- .... ~ '=:S<UN>~~2 <C<uP:::>I-.p02u "I:;l"l:;l...."I:;lo{l>"I:;l "'1ag"'l5~]'" &E--<P:::&E--<NU& l('l = = N I '" <II '" ~ -= CJ :.... = ~ "I:;l = = o OOO~ 00000 ooonoo O^ O^ I.O^ I.O^ 0\ f')"<tO\NN -on- V7 ..., = = N I '" <II '" ~ -= CJ :.... = ~ -; ;<:: o o o - 1.0 "I:;l ~,;,:: ;:::l U >I-. 8 IE--< ;::;- :: j;<u~i:I-.<U~ i:I ] I-.i:I-.>I-. 'Q = = o o ""!- on f') "<t V7 o o o^ f') f') "<t V7 00000001 f') 1.0 0 0\ t'- 0 on f')"<too"<tont'-t'- .r) N^ O\^ t'- ^ ~ o^ t'- ~ (1").....-oi........-l V7 ,-.... "<t '-' '" <U'" ,-.... .s:::... "<t U ,,-...,tI) .~ [) ~ g ~ r:/JCI),,-...,~';;d ';'::';'::N '" ....;:: ~l5l5Cg.s~ .- Z Z '" .....;:: -. 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S ;:::l i:I-. <U ... ~ "-' o - '" o U t;; .... o E--< * ATTACHMENT B I TAX LEVY Tax Levy Calculation For: City of Richfield, Minnesota $710,000 General Obligation Capital Notes, Series 20038 Dated Date: 11/25/2003 Levy Collect Pay Total Funds P&I Net Tax Year Year Year P&I Available (1) x 105% Levy Levy 2003 I 2004 I 2005 366,803.33 5,135.00 379,751.75 379,751.75 379,800 I 2004 I 2005 I 2006 367,200.00 385,560.00 385,560.00 385,600 Totals 734,003.33 5,135.00 765,311.75 765,311.75 765,400.00 (1) The following funds are available to pay a portion ofthe interest payment due 8/01104: Unused Discount: Underwriter's Premium Total Funds Available $4,260.00 875.00 $5,135.00 I