02-9151r
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RESOLUTION NO. 9151
A RESOLUTION AWARDING THE SALE OF $1,460,000
GENERAL OBLIGATION CAPITAL NOTES, SERIES 2002A;
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 [will] purchase[d] and acquire[d] 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 2002 will
exceed 0.25 percent of the market value of taxable property in the City for
the year 2002;
(d) it is necessary and expedient for the City to issue its Notes for the
purchase of Equipment and related expenses as shown on Exhibit B.
(e) it is necessary and expedient to the sound financial management of
the affairs of the City to issue approximately $1,460,000 General Obligation Capital
Notes, Series 2002A 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 $1,460,000 General Obligation Capital Notes, Series 2002A
(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 $1,455,985.00 plus accrued interest to date of delivery, for Notes bearing interest as
follows:
Year of Maturity
I nterest Rate
Year of Maturity
Interest Rate
2003
1.60
2004
2.20
True interest cost: 2.2062%
1.03. The sum of $6,935.00 being the amount proposed by the Purchaser in
excess of $1,449,050.00 is credited to the Debt Service Fund hereinafter created. The
City 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 ontie City.
1.04. The City will forthwith issue and sell the Notes pursuant to Minnesota I
Statutes, Chapters 410 and 412 (Act), in the total principal amQunt of $1 ,460,000, originally
dated March 1, 2002, 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 y~?rs ~nd amQunts as follows:
Year
Amount
Year
Amount
2003
$720,000
$740,000
2004
Section 2. Registration and.Pavment.
2.01. Registered Form. The Notes will be issued only in fully registered form. The
interest thereon and, upon surrender of each Note, the principal amount thereof, is payable
by check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Note will be dated as of the last
interest payment date preceding the date of authentication to which interest on the Note
has been paid or made available for payment, unless (i) the date of authentication is an
interest payment date to which int,e,(est has been paid or made available for payment, in
which case the Note will be dated as c;>f the date of authentication, or (ii) the date of
authentication is prior to the first interest payment date, in which case the Note will be
dated as of the date of originali$sue. The interest on the Notes is payable on February 1
and August 1 of each year, commencing August 1, 2002, 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 dqy 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:
(a) Reqister. 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) Exchanoe 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 ag9regate principal amount and maturity as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. Notes surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the
City.
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(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 CharQes. 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.
(h) Mutilated. Lost. Stolen or Destroyed Notes. If a Note becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Note of like
amount, number, maturity delte 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 Reaistrar. The City appoints Wells Fargo Bank
Minnesota, N.A., 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 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 Manager must transmit to the Registrar
moneys sufficient for the payment of all principal and interest then due.
2.05. Execution. Authentication and Deliverv. 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 I
representative. The executed certificate of authentication on a Note is conclusive
evidence that it has been authenti.cated ahd delivered under this Resolution. When the
Notes have been so prepared, e~~pl~g and authenticated, the City Manager will deliver ...
the same to the Purchaser upon payment of the purchase price in accordance with tbe
contract of sale heretofore made ana executed, qnd the Purchaser is not qbHgated to se.e
to the application of the purchase price. .. .
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 ref1ect more than one maturity in a
single temporary bond. Upon the execution and delivery oh:tl~finitive 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 followingf0rm:
[Face of the Note]
No. R-.
.....,..,
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY ()F RICHFIELD
GENERAL OBLIGATION CAPITAL NOlES, SERIES 2002A
$
Rate
Maturity
Date of
Original Issue
March 1, 2002
CUSIP
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Registered Owner: Cede & (;Q.
TAe 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 without
option of prior payment, with iriterest thereon from the date hereof at the annual rate
specified above, payable Februc;lry 1 and August 1in each year, commencing August 1,
20.02, 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 tDe United States of America by check or draft by Wells Fargo
Bank Minnesota, N.A., Minneapolis, Minnesota, as Note Registrar, Paying Agent, Transfer
Agent ah'd Atrthet1tfcattrrg Ag~nt.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
beEm and are hereby irrevocably pledged.
The City Council has designated the issue of Notes of which this Note forms a part I
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.
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This Note is one of an issue in the aggregate principal amount of $1,460,000 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 February 12, 2002 (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 412.301 and 410.32 and the
princip~l 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 th~ bQoks 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 oWl1er'sattorl1ey; 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 apsolute 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 a..ccordance 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
cha,rter limitation.. ofibde!?tedness.
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 of the
date set forth below.
Dated:
CITY OF RICHFIELD, MINNESOTA
_. Jfacsimile) ,
City.Manager
Mayor
(facsimile)
CERTIFICATE OF AUTHENTICATION
This is one of the Notes delivered pursuant to the Resolution mentioned within.
WEllS FARGO BANK
MINNESOTA, N.A.
By
Authorized Representative
The following. abbreviations., whe,nused in the inscription on the face of th1$ NQt~,
will be construed as though they were writ~en out in full aGcording to applicable laws or
regulations: .
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT ..
.. (Cust)
Custodian
(Minor)
TEN EN"f -- as tEH"~lJ'1tS..
byenUr:eti~s
under Uniform Gifts or
Transfers to Minors
JT TEN -. as joint tenants with
right of survivorship and
not as tenants in common
Act ......................
(State)
Additional abbreviations m9y~lso be used though not in the above list.
ASSIGNMENT
Forvah.,re r~~EfiVed, the undersigned hereby selts, 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.
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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
c6hc~rning th~ c!i~s.ig.ne~ -reqlJestE?d below is provided.
Name and Address:
(Include information for all joint owners if
this Note is held by joint account.)
Please insert social security or
other identifying number of assign.ee
PROVISIONS AS TO REGISTRATION
Date of Reqisfrafion
Registered Owner
Cede & Co.
FederallD #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. Payment: Security: Pledqes and Covenants.
4.01. The Notes will be payable from the General Obligation Capital Notes, Series
2002A 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 Finance Director 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(iH) the accrueg interest paid by the Purchaser upon closing, and delivery of
the Notes.
4;02. For the purpose of paying the principal of and interest on the Notes, there is I
levied a direct annual irrepealable ad valorem t~x uponaJI of the taxable property in the
City, to be spread upon the tax roUs and collected with and as part of other general taxes
of the City. The tax wi!1 be credited to the Debt Service Fund abQveprovid~d ~nd is inJhla
years and amounts as follows (year stated being year qf levy for c,ollection the foHowln'g
year):
YEAR
(See Attachment A)
4.03. "It "is determined that the estimated collection of the foregoing taxes will
produce ar least five percent in excess of the amount needed to meet when due, the
ptirfsipar and interestpaymenls o'nthe Notes. The tax levy herein provided is irrepealable
lfnti! all bfthe Notes are paid, provided that at the time the City makes its annual tax levies,
tht! City Man<;lger may certify to the Taxpayer Services Division Manager 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 durinQ th~t year by the amount so certified.
YEAR
LEVY
LEVY
4.04. The City Clerk is authorized and directed to file a certifiedcPPY 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 PurG!:l,aser and to the attorneysapPfQving the Notes, certified copies of proceedings
and records of the City relating to the Not-es and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcriRt? as may be required to show the
facts within their knowledge or as shown by the bOAks and records in their custody and
under their control, relating to the validity and marketability of the Notes,and such
instruments, including any heretofpre fyrnished, will be deemed representations of the City
as to the facts stated therein.
5.()2. The Mayor, City Mallager and Finance Director are authorized and directed to
certify that they-have examin.ed 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 th~ Official Statement.
5.03. The City authorizes the Purchaser to forward the amount of Bond proceeds
allocable to the payment of issuance expenses (other than amounts payable to Kennedy &
Graven, Chartered as Bond CounseJ)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
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power that may be necessary to ensure that such interest will not become subject to
taxation under the Code and applic~blei-,"reasury Regulations, as presently existing or as
hereafter amended and made applicat:ile to the Notes: .
6.02. (a) The City will complyUwith 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 2002)
exceed the small-issuer exception amount of $5,000,000.
(b) For purposes of qualifying for the small issuer exception to the federal
arbitrage rebate requirements, the eity 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 2.6q(b)(3) of the Code, the City makes the following factual statements
a-trd 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) of the Code;
(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
2002 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 2002 have been designated for purposes of Section 265(b)(3) of the
Code.
6.05. The City will use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Entry System: Limited Obligation of Citv.
7.01. The Notes will be initially issued in the form of a separate single typewritten or
printed fully registered Note for each of the maturities set forth in Section 1.03 hereof.
Upon initial issuance, the ownership of each Note will be registered in the registration
books kept by the Note Registrar in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York, and its successors and assigns (DTC).
Except as provided in this section, all of the outstanding Notes will be registered in the
registration books kept by the Note Registrar in the name of Cede & Co., as nominee of
DTC.
7.02. With respect to Notes registered in the registration books kept by the Note
Registrar in the name of Cede & Co., as nominee of DTC, the City; the Note Registrar and
the Paying Agent will have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Notes as securities
depository (Participants) or tOCiny (~~her person on behalf of which a Participant holds an
interest in the Notes, including !l,U! tlot limited to any responsibility or obligation with
resp.ect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with
respect to any ownership interest in the. Note~, (ii) the delivery t6 any Participant or any
other person (other than aregis1ered owtl'erof NQt~s, as shown by the registration books
kept by the Note Re$;}istrar,) Qfcmy~notice with respect to the Notes, including any noticet>f
redemption, or '(Hi) the payment to any Participant or any other person,. other than a
registered owner of Notes, of any amount with resJ1)ect tEl pr~ncipal of, premium, if any, or
ir1terest on the Notes. The City, the Note Registrar and the Paying Agent may treat and
consider the person in whose name e~ch Npte 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, prernJ!Jm, 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 valip and effectual to fully satisfy and
discharge the City's obligations with respe.ct to payment of principal of, premium, if any" or
interest on the Nbtes tcr the extent of the sum Qr sums so paid. No pe'rson other than a
registered owqer of Notes, as shown in the registration books kept by the Note Registrar,
wm receive a c~rtifi.c~t~d S0nd evidencing the obligation of this resolution. Upon delivery
by DTC tothe Gity Manag~rofa written notice to the effect that DTC has determined to
substitute a new nominee in place of Cecie& Co., the words "Cede & Co.," will refer to
sqg.l:j:.new nominee Of pTC;and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the Same to the Sond Re~J~trar 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 subsequentJy appointed by the
City with respect to theSondswiJl agreeto take.all action necessary for all representations
of the City in the. Ref:ireseritat'ion letter With respect to the Note Reg'lstrar and Paying
Agent, respectively, to be complied with at all tiffies.
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
interest$ 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"YilJissue, transfer and exchange Note certificates as
requested by DTC and anyoth$f .registered owners in accordance with the provisions of
this Resolution. DTC may determil1;e to discontihue providing its services with respect to
the Notes at any time by giving notice to the City ,and dis(::hargingits responsibilities with
respect thereto under appliG,able law. In such event, if no successor securities depository
is (lppointed~<theCity willisStle afid 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 I
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. Continuinq Disclosure.
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8.01. The City hereby cove~~~tg\~nd agiree;~tnat 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 taRe. s.uch actions as may be necessary and appropriate, including
see.kingmandate or specjfjc p.erformance by court order, to cause the City to comply with
its obligations under this section.
8.02. "Continuing Disclosure eertificate" 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.
Adopted by the City Council of the City of Richfield, Minnesota this 12th day of
February, 2002._.. L/J.}
??~~ ",.
Martin J. KIrsc , Mayor
ATTEST:
'-(-OJv\,u. ~" J:ic&fi
Nancy Gibbs, City Clerk