02-9255r
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17
RESOLUTION NO. 9255
A RESOLUTION AWARDING THE SALE OF $2,460,000 TAXABLE
GENERAL OBLIGATION TAX INCREMENT REFUNDING
BONDS, SERIES 2002B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Hennepin County,
Minnesota (City) as follows:
Section 1.
Sale of Bonds.
1.01. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475 (Act)
and Section 475.67, Subdivision 3, of the Act 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 determined by the City
Council to be necessary or desirable for the reduction of debt service cost to the City or
for the extension or adjustment of maturities in relation to the resources available for their
payment;
(b) Section 475.67, subdivision 4 of the Act permits the sale of
refunding obligations during the six month period prior to the date on which the
obligations to be refunded may be called for redemption;
(c) it is necessary and desirable to reduce debt service costs that the
City issue $2,460,000 Taxable General Obligation Tax Increment Refunding Bonds,
Series 2002B (Bonds) to refund certain outstanding general obligations of the City;
(d) the outstanding bonds to be refunded (Refunded Bonds) consist of
the $5,075,000 General Obligation Taxable Tax Increment Bonds, Series 1996, dated
December 1, 1996, of which $2,430,000 in principal amount is currently outstanding and
is callable on February 1,2003.
(e) the Tax Increment Pledge Agreement, Series 2002B between the
Housing and Redevelopment Authority of the City (Authority) and the City (pledge
Agreement) is hereby approved. The Mayor and City Manager are authorized to execute the
Pledge Agreement on behalf of the City in the form on file with the City on the date hereof,
with such modifications as are approved by such officials, whose approval shall be
conclusively evidenced by their execution of the Pledge Agreement.
(f) the Authority has requested the City to issue and sell its general I
obligations to refund the Refunded Bonds.
1.02. The proposal of U.S. Bancorp Piper Jaffray (Purchaser) to purchase $2,460,000
Taxable General Obligation Tax Increment Refunding Bonds, Series 2002B (Bonds) of the City
described in the Terms of Proposal thereof is determined to be a reasonable offer and is accepted,
the proposal being to purchase the Bonds at a price of $2,451,734.40 plus accrued interest to date
of delivery, for Bonds bearing interest as follows;
Year of Interest Year of Interest
Maturitv Rate Maturitv Rate
2004 2.00% 2009 4.10%
2005 2.40% 2010 4.40%
2006 3.00% 2011 4.55%
2007 3.40% 2012 4.65%
2008 3.70%
True interest cost: 4.1426%
1.03. The City Finance Manager is directed to retain the good faith check of the I
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 475 (Act) in the total principal amount of $2,460,000, originally dated the date of
delivery, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-l,
upward, bearing interest as above set forth, and which mature serially on February 1 in the years
and amounts as follows:
Year Amount Year Amount
2004 $210,000 2009 $285,000
2005 235,000 2010 300,000
2006 250,000 2011 315,000
2007 260,000 2012 330,000
2008 275,000
1.05. Optional Redemption. The City may elect on February 1, 2010, and on any day I
thereafter to prepay Bonds due on or after February 1,2011. Redemption may be in whole or in
part and if in part, at the option of the City and in such 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
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Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
1.06. Term Bonds. (To be completed if Term Bonds are requested by the Purchaser.)
Section 2.
Registration and Payment.
2.01. Registered 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 Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case 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 August 1,2003,
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. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (Registrar). The effect of registration and the rights
and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust
office a bond register in which the Registrar provides for the registration of ownership of
Bonds and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an 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 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 I
registered owner or the owner's attorney in writing.
(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.
(g) Taxes. Fees and Charges. The Registrar may impose a charge I
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 Destroved 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 any 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.
(i) Redemption. In the event any of the Bonds are called for I
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
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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 oflnitial Registrar. The City appoints Wells Fargo Bank Minnesota,
National Association, Minneapolis, 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 30 days' notice and upon the appointment of a successor
Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its
possession to the successor Registrar and must deliver the bond register to the successor
Registrar. On or before each principal or interest due date, without further order of this Council,
the City Finance Manager must transmit to the Registrar monies sufficient for the payment of all
principal and interest then due.
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
facsimiles of the originals. If an officer whose signature or a facsimile of whose signature
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 officer had
remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this Resolution unless and
until a certificate of authentication on the Bond has been duly executed by the manual signature
of an authorized representative of the Registrar. Certificates of authentication on different Bonds
need not be signed by the same representative. The executed certificate of authentication on 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 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.
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:
[Face of the Bond]
No.R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
$
TAXABLE GENERAL OBLIGATION TAX
INCREMENT REFUNDING BOND, SERIES 2002B
Rate
Maturity
Date of
Original Issue
CUSIP
December 5, 2002
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 $ on the maturity date specified above with interest thereon from the date hereof
at the annual rate specified above, payable February 1 and August 1 in each year, commencing
August 1, 2003, to the person in whose name this Bond is registered at the close of business on
the fifteenth day (whether or not a business day) of the immediately preceding month. The
interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in
lawful money ofthe United States of America by check or draft by Wells Fargo Bank Minnesota,
National Association, Minneapolis, 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 1,2010, and on any day thereafter to prepay Bonds due
on or after February 1,2011. 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 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
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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 an issue in the aggregate principal amount of $2,460,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on November 12,
2002 (the Resolution), for the purpose of providing money to refund the outstanding principal
amount of certain general obligation bonds of the City, 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 475.67 and the principal hereof and interest hereon are
payable primarily from tax increments resulting in increases in the taxable value of real property
in tax increment financing districts in the City as set forth in the Resolution to which reference is
made for a full statement of rights and powers thereby conferred. The full faith and credit of the
City are irrevocably pledged for payment of this Bond and the City Council has obligated itself
to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in tax
increments pledged, which taxes may be levied without limitation as to rate or amount. The
Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Bond Registrar, by
the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Bond Registrar,
duly executed by the registered owner or the owner's attorney; and may also be surrendered in
exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City
will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and maturing on the same
date, subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond
is registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose
of receiving payment and for all other purposes, and neither the City nor the Bond Registrar 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 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.
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.
WELLS FARGO BANK MINNESOTA
National Association
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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
Act. . . . . . . . . . .
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
(State)
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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 Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to
transfer the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
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 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 ofthe 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 cause the opinion to be printed on or accompany
each Bond.
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Section 4.
Payment: Security: Pledges and Covenants.
4.01. (a) The Bonds are payable from the Taxable General Obligation Tax
Increment Refunding Bonds, Series 2002B Debt Service Fund (Debt Service Fund)
hereby created, and all tax increments (Tax Increments) received by the City pursuant to
the Pledge Agreement described in Section 1.01 hereof are pledged to the Debt Seryice
Fund.
(b) The debt service fund, if any, heretofore established for the
Refunded Bonds as defined in the resolution providing for the issuance and sale of the
Bonds, is terminated, and all monies therein are hereby transferred to the Debt Service
Fund herein created. 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 the Taxes
levied by this resolution and tax increments when collected.
( c) There is hereby appropriated to the Debt Service Fund (i)
capitalized interest financed from Bond proceeds, if any, (ii) any amount in excess of the I
amount needed to redeem the Refunded Bonds and to pay costs of issuance of the Bonds
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and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the
Bonds.
4.02. It is determined that estimated collection of Tax Increments for the payment of
principal and interest on the Bonds will produce at least five percent in excess of the amount
needed to meet when due, the principal and interest payments on the Bonds and that no tax levy
is needed at this time.
4.03. The City Manager is directed to file a certified copy of this resolution with the
Taxpayer Services Division Manager of Hennepin County and to obtain the certificate required
by Section 475.63 ofthe Act.
4.04. It is hereby determined that upon the receipt of proceeds of the Bonds (Proceeds)
for payment of the Refunded Bonds that an irrevocable appropriation to the debt service fund for
the Refunded Bonds will have been made within the meaning of Section 475.61, subdivision 3 of
the Act and the City Manager is hereby authorized and directed to certify such fact to and request
the Taxpayer Services Division Manager to cancel any and all tax levies made by the resolution
authorizing and approving the Refunded Bonds.
Section 5.
Refunding: Findings: Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the General Obligation Taxable Tax Increment Bonds,
Series 1996, of the City, dated December 1, 1996, of which $2,430,000 in principal amount is
callable on February 1, 2003. It is hereby found and determined that based upon information
presently available from the City's financial advisers, the issuance of the Bonds is consistent with
covenants made with the holders thereof and is necessary and desirable for the reduction of debt
service cost to the Municipality.
5.02. It is hereby found and determined that the Proceeds will be sufficient to prepay all
of the principal of, interest on and redemption premium (if any) on the Refunded Bonds.
5.03. The Refunded Bonds maturing on February 1, 2004 and thereafter will be
redeemed and prepaid on February 1,2003. The Refunded 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 Attachment B which terms and
conditions are hereby approved and incorporated herein by reference. The Registrar for the
Refunded Bonds is authorized and directed to send a copy of the Notice of Redemption to each
registered holder of the Refunded Bonds.
5.04. When all Bonds and all interest thereon, have been discharged as provided in this
section, 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 Registrar on
or before that date a sum sufficient for the payment thereof in full. If any Bond should not be
paid when due, it may nevertheless be discharged by depositing with the Registrar a sum I
sufficient for the payment thereof in full with interest accrued to the date of such deposit. .
Section 6.
Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and furnish to the
Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records
of the City relating to the Bonds and to the financial condition and affairs of the City, and such
other certificates, affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their control,
relating to the validity and marketability of the Bonds and such instruments, including any
heretofore furnished, will be deemed 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.
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Section 7. Book-Entry System: Limited Obligation of Citv.
7.01. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 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,
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 I.
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
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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 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 will 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-Entrv 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 securities depository is appointed, the City will issue and the Bond
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05. Payments 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 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 will not
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.
PASSED by the City Council of Richfield, Minnesota this 12th day of November, 2002.
~u
Martin J. Kirsc, ayor
ATTEST:
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Nancy Gibbs, ty Clerk
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ATTACHMENT B
NOTICE OF CALL FOR REDEMPTION
$5,075,000
GENERAL OBLIGATION TAXABLE TAX INCREMENT BONDS, SERIES 2002B
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, 2003
all outstanding bonds of the City designated as General Obligation Taxable Tax Increment
Bonds, Series 1996, dated December 1, 1996, having stated maturity dates of February 1 in the
years 2004 through 2012, both inclusive, totaling $2,430,000 in principal amount, and with the
following CUSIP numbers:
Year Amount CUSIP
2004 $200,000 763325 ZWO
2005 215,000 763325 ZX8
2006 230,000 763325 ZY6
2007 245,000 763325 ZZ3
2008 265,000 763325 A23
2009 285,000 763325 A31
2012 355,000 763325 A64
The bonds are being called at a price of par plus accrued interest to February 1, 2003, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo
Bank Minnesota, N.A., in the City of Minneapolis, Minnesota, on or before February 1,2003, at
the following address:
Wells Fargo Bank Minnesota, N.A.
Attention: Corporate Trust Operations
255 Second Avenue South
Minneapolis, MN 55479-0113
In compliance with the Interest and Dividend Compliance Act of 1983 and Broker I
Reporting Requirements, the redeeming institution is required to withhold a specified percentage
of the principal amount of your holdings redeemed unless they are provided with your social
security number or federal employer identification number, properly certified. This Compliance
should be fulfilled through the submitting of 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 number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any
Bond. It is included solely for convenience of the Holders.
Dated: November 12,2002.
BY ORDER OF THE CITY COUNCIL
By /s/ Nancy Gibbs
City Clerk
City of Richfield, Minnesota
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