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12-10690r Extract of Minutes of Meeting of the City Council of the City of Richfield, Hennepin County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held in the City Hall in said City on Monday, August 13, 2012, commencing at 7:00 P.M. The following members were present: Elliott, Wroge, Goettel, Sandahl, and Fitzhenry and the following were absent: None * * * * * * * * * The Mayor announced that the next order of business was consideration of the proposals which had been received for the purchase of the City’s Taxable General Obligation Tax Increment Refunding Bonds, Series 2012B, to be issued in the aggregate principal amount of $2,970,000. The City Manager presented a tabulation of the proposals which had been received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached. After due consideration of the proposals, Member Sandahl then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 408950v2 JAE RC145-644 RESOLUTION NO. 10690 A RESOLUTION AWARDING THE SALE OF TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BONDS, SERIES 2012B, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $2,970,000; FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF; AND PROVIDING FOR THE REDEMPTION OF BONDS REFUNDED THEREBY BE IT RESOLVED By the City Council of the City of Richfield, Hennepin County, Minnesota (the “City”) as follows: Section 1. Sale of Bonds. 1.01. Background; Authorization. (a) The City and the Housing and Redevelopment Authority in and for the City of Richfield (the “Authority”) have duly established the Lyndale Gateway West Tax Increment District (the “TIF District”) within the Richfield Redevelopment Project Area (the “Project Area”) pursuant to Minnesota Statutes, Sections 469.001 to 469.047, as amended and Sections 469.174 to 469.1799, as amended (collectively, the “TIF Act”). (b) Pursuant to Section 469.178 of the TIF Act and Minnesota Statutes, Chapter 475, as amended (the “Municipal Debt Act”), the City previously agreed to finance certain public redevelopment costs to be incurred by the Authority or the City in the Project Area through the issuance of the City’s Taxable General Obligation Tax Increment Bonds, Series 2003C (the “Refunded Bonds”), dated December 30, 2003, in the original aggregate principal amount of $3,470,000, of which $2,705,000 in principal amount is currently outstanding, $2,400,000 of which will be callable on or after February 1, 2014. Proceeds of the Refunded Bonds were used to (i) refund a portion of the City’s Taxable General Obligation Temporary Tax Increment Refunding Bonds, Series 2003A, issued in the original aggregate principal amount of $4,840,000, and (ii) finance certain additional public redevelopment costs related to the Project Area. (c) The City is authorized by Section 475.67, subdivisions 4 through 12 of the Municipal Debt Act to issue and sell its general obligation bonds to refund outstanding bonds when determined by the City Council to be necessary and desirable for the reduction of debt service or interest cost or the adjustment of maturities of outstanding issues of bonds. (d) The City finds that it is necessary and desirable for the reduction of debt service or interest cost or the adjustment of maturities of the Refunded Bonds that the City issue its Taxable General Obligation Tax Increment Refunding Bonds, Series 2012B (the “Bonds”), in the original aggregate principal amount of $2,970,000, pursuant to the TIF Act and the Municipal Debt Act (together, the “Act”) to (i) pay the principal of and interest on the Refunded Bonds through February 1, 2014; and (ii) pay the outstanding principal amount of the Refunded Bonds on February 1, 2014. 2 408950v2 JAE RC145-644 (e) The City is authorized by Section 475.60, subdivision 2(9) of the Municipal Debt Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and financial advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of Raymond James & Associates, Inc., Memphis (the “Purchaser”) to purchase the Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $2,942,128.76 (par amount of $2,970,000.00, plus original issue premium of $3,431.15, less original issue discount of $10,818.10, less underwriter’s discount of $20,484.29), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2013 1.000% 2020 1.900 2014 1.000 2021 2.000 2015 1.000 2022 2.250 2016 1.000 2023 2.375 2017 1.200 2024 2.625 2018 1.400 2025 2.875 2019 1.700 True interest cost: 2.2545861% 1.03. Purchase Contract. The sum of $7,768.76, being the amount proposed by the Purchaser in excess of $2,934,360.00, shall be credited to the accounts in the Debt Service Fund hereinafter created or deposited in the Escrow Fund hereinafter created, as determined by the Finance Manager of the City in consultation with the City’s financial advisor. The Finance Manager is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the TIF Act and the Municipal Debt Act (together, the “Act”), in the total principal amount of $2,970,000, originally dated September 6, 2012, 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 in the years and amounts as follows: Year Amount Year Amount 2013 $175,000 2020 $235,000 2014 210,000 2021 235,000 2015 215,000 2022 245,000 2016 220,000 2023 245,000 2017 225,000 2024 250,000 2018 225,000 2025 260,000 2019 230,000 3 408950v2 JAE RC145-644 1.05. Optional Redemption. The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the 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. 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 February 1, 2013, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not such day is a business day. 2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and paying agent (the “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 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 4 408950v2 JAE RC145-644 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 upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for 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 redemption, notice thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time. 2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, Saint 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 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 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 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 5 408950v2 JAE RC145-644 that those 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 a 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 EXHIBIT B attached hereto 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. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form set forth in EXHIBIT B. 3.02. Approving Legal Opinion. 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. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the Taxable General Obligation Tax Increment Refunding Bonds, Series 2012B Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund shall be administered and maintained by the Finance Manager as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the City. All tax increment revenues resulting from increases in taxable valuation of real property in the TIF District (the “Tax Increment Revenues”) received by the City from the TIF District pursuant to the Pledge Agreement (as defined herein) are pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i) amounts over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03; and (ii) accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. If a payment of principal of or interest on the Bonds shall become due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Manager is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for such advances out of the proceeds of the Tax Increment Revenues when received. The debt service fund heretofore established for the Refunded Bonds pursuant to the resolution authorizing the issuance and sale of the Refunded Bonds (the “Refunded Bonds Resolution”) is hereby terminated, and all monies therein are hereby transferred to the Debt Service Fund herein created; provided, however, that the Finance Manager is hereby authorized and directed to transfer from said Debt Service Fund 6 408950v2 JAE RC145-644 those amounts determined by actuarial calculation at the time of delivery of the Bonds to be necessary to properly fund the Escrow Fund established by Section 4.02 hereof. 4.02. Escrow Fund. Proceeds of the Bonds in the amount of $2,940,678.72 shall be deposited in an escrow fund (the “Escrow Fund”) to be maintained with U.S. Bank National Association, Saint Paul, Minnesota, and said financial institution is hereby designated escrow agent (the “Escrow Agent”) for the Escrow Fund. Such funds will be received by the Escrow Agent and applied to fund the Escrow Fund and to pay costs of issuing the Bonds. Proceeds of the Bonds, less the proceeds of the Bonds used to pay costs of issuance and less the appropriations made in Section 4.01 hereof, are hereby irrevocably pledged and appropriated to the Escrow Fund, together with all investment earnings thereon. The Escrow Fund will be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as will be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Fund, to (i) pay principal of and interest on the Refunded Bonds through February 1, 2014 (the “Refunded Bonds Redemption Date”); and (ii) pay the remaining principal outstanding on the Refunded Bonds on the Refunded Bonds Redemption Date. The monies in the Escrow Fund will be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Fund may be remitted to the City, all in accordance with the Escrow Agreement (hereafter defined) by and between the City and the Escrow Agent. Any monies remitted to the City upon termination of the Escrow Agreement shall be deposited to the Debt Service Fund. 4.03. Pledge Agreement. An Amended and Restated Tax Increment Pledge Agreement between the City and the Authority, to be dated on the date of issuance and delivery of the Bonds (the “Pledge Agreement”), is hereby approved and shall be executed in substantially the form on file with the City, with such additions, deletions, and other changes as are approved by the City Manager. The Pledge Agreement is to be executed and delivered in order to satisfy the requirements of Section 469.178, subdivision 2 of the TIF Act and Sections 475.58, subdivision 1, and 475.61, subdivision 1, of the Municipal Debt Act. The Pledge Agreement creates rights in the City and the Authority but is not intended to create duties or obligations of the City or the Authority to any other persons (including the beneficial or registered owners of the Bonds) with respect to the Tax Increment Revenues or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law, and is not intended to create rights in or claims by any other persons (including the beneficial or registered owners of the Bonds) with respect to the Tax Increment Revenues or other revenues described or referenced in the Pledge Agreement, except to the extent required by applicable law. 4.04. No Tax Levy Needed. It is determined that the estimated collection of Tax Increment Revenues for the payment of principal of 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. 4.05. Registration of Resolution. The City Manager 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 Section 475.63 of the Municipal Debt Act. Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. Purpose of Refunding. It is hereby found and determined that based upon information presently available from the City’s financial advisers, the issuance of the Bonds will result in a reduction of debt service or interest cost to the City or the extension or adjustment of the maturities in relation to the resources available for their payment. 7 408950v2 JAE RC145-644 5.02. Proceeds Pledged to the Escrow Fund. As of the date of delivery of and payment for the Bonds, proceeds of the Bonds in the amount of $2,901,390.72 are hereby pledged and appropriated and will be deposited in the Escrow Fund for the purposes of (i) paying principal of and interest on the Refunded Bonds through the Refunded Bonds Redemption Date; and (ii) redeeming and prepaying all of the outstanding principal of the Refunded Bonds on the Refunded Bonds Redemption Date. Proceeds of the Bonds in the amount of $39,288.00 will be deposited in the Escrow Fund to pay the costs of issuance of the Bonds. 5.03. Payment at Maturity or Redemption of Refunded Bonds. It is hereby found and determined that the proceeds of the Refunding Bonds and funds available and appropriated to the Escrow Fund will be sufficient, together with the permitted earnings on the investment of the Escrow Fund, to pay at maturity or redemption all of the principal of, interest on and redemption premium, if any, on the Refunded Bonds. 5.04. Purchase of Securities and Compliance with the Act. Securities purchased from the monies in the Escrow Fund will be limited to securities specified in Section 475.67, subdivision 8 of the Municipal Debt Act. Ehlers & Associates, Inc. and/or U.S. Bank National Association, as agent for the City, is hereby authorized and directed to purchase for and on behalf of the City and in its name, appropriate securities to fund the Escrow Fund. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited in the Escrow Fund established herein and held pursuant to the terms of the Escrow Agreement and this resolution. 5.05. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City the Advance Refunding Escrow Agreement (the “Escrow Agreement”). The Escrow Agreement is hereby approved in substantially the form on file with the City on the date hereof, with such necessary and appropriate variations, omissions, and insertions as do not materially change the substance thereof, or as the Mayor and City Manager, in their discretion, shall determine, and the execution thereof by the Mayor and City Manager shall be conclusive evidence of such determination. 5.06. Notice of Redemption. The Refunded Bonds maturing on February 1, 2015, and thereafter will be redeemed and prepaid on February 1, 2014, in accordance with their terms and in accordance with the terms and conditions set forth in the form of Notice of Call for Redemption attached hereto as EXHIBIT C, 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 Call for Redemption to the registered holder of the Refunded Bonds. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. 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. Certification as to Official Statement. The Mayor and City 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 Bonds and that to the best of their knowledge and belief the Official Statement is a 8 408950v2 JAE RC145-644 complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 6.03. Other Certificates. The Mayor, City Manager, and Finance Manager are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and Finance Manager shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 6.04. Payment of Costs of Issuance. Costs of issuance of the Bonds will be paid by the Escrow Agent pursuant to the Escrow Agreement. Section 7. Book-Entry System; Limited Obligation of City. 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal 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 Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “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 Registrar 9 408950v2 JAE RC145-644 subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 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 all 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. Execution of Continuing Disclosure Certificate. “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. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 9. Defeasance. 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 sufficient for the payment thereof in full with interest accrued to the date of such deposit. 10 408950v2 JAE RC145-644 The motion for the adoption of the foregoing resolution was duly seconded by the Mayor and upon vote being taken thereon, the following voted in favor thereof: Elliott, Wroge, Goettel, Sandahl, and Fitzhenry and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 11 408950v2 JAE RC145-644 Passed and adopted this 13th day of August, 2012. CITY OF RICHFIELD,MINNESOTA IIWA lip /1/ Ma a 1.Ak4 •anager Attest: City Clerk . 408950v2 JAE RC145-644 12 EXHIBIT A PROPOSALS A-1 Error! Unknown document property name. A-2 Error! Unknown document property name. A-3 Error! Unknown document property name. EXHIBIT B FORM OF BOND No. R-_____ UNITED STATES OF AMERICA $_________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD TAXABLE GENERAL OBLIGATION TAX INCREMENT REFUNDING BOND SERIES 2012B Date of Rate Maturity Original Issue CUSIP February 1, 20__ September 6, 2012 Registered Owner: Cede & Co. The City of Richfield, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value received hereby promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $__________ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1, 2013, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank National Association, Saint Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. 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 The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. This Bond is one of an issue in the aggregate principal amount of $2,970,000 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 August 13, 2012 (the “Resolution”), for the purpose of providing money to refund in advance of maturity of 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, Chapters 469 and 475, as amended, specifically Section 475.67, subdivisions 4 through 12, and the principal hereof and interest hereon are payable primarily from tax increment revenues resulting from increases in taxable B-1 Error! Unknown document property name. valuation of real property in a tax increment financing district within the Project Area, 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 increment revenues 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, charter, or statutory limitation of indebtedness. This Bond 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 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: September 6, 2012 CITY OF RICHFIELD, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager ______________________________________ B-2 Error! Unknown document property name. CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ______________________________________ ABBREVIATIONS 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 in common UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common 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 B-3 Error! Unknown document property name. 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, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The 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 ________________________________________ PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 B-4 Error! Unknown document property name. EXHIBIT C NOTICE OF CALL FOR REDEMPTION $3,470,000 CITY OF RICHFIELD, MINNESOTA TAXABLE GENERAL OBLIGATION TAX INCREMENT BONDS SERIES 2003C NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield, Hennepin County, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2014 all outstanding bonds of the City designated as Taxable General Obligation Tax Increment Bonds, Series 2003C, dated December 30, 2003, having stated maturity dates of February 1 in the years 2015 through 2025, both inclusive, totaling $2,400,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2015 $165,000 763325 N29 2016 175,000 763325 N37 2017 185,000 763325 N45 2018 195,000 763325 N52 2019 205,000 763325 N60 2020 215,000 763325 N78 2021 225,000 763325 N86 2022 240,000 763325 N94 2023 250,000 763325 P27 2024 265,000 763325 P35 2025 280,000 763325 P43 The bonds are being called at a price of par plus accrued interest to February 1, 2014, 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 U.S. Bank National Association, Saint Paul, Minnesota, on or before February 1, 2014, at the following address: If by mail: If by hand: U.S. Bank National Association U.S. Bank National Association Corporate Trust Services 60 Livingston Avenue rd 60 Livingston Avenue 3 Floor – Bond Drop Window EP-MN-WS3C St. Paul, MN 55107 St. Paul, MN 55107 C-1 Error! Unknown document property name. Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2003, the City is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any Bonds subject to redemption and prepayment on the Redemption Date, unless the City is provided with the Social Security Number or Federal Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. December 2011), will satisfy the requirements of this paragraph. Additional information may be obtained from: U.S. Bank National Association Corporate Trust Division Bondholder Relations (800) 934-6802 Dated: __________________. BY ORDER OF THE CITY COUNCIL By /s/ Steve Devich City Manager City of Richfield, Minnesota C-2 Error! Unknown document property name. STATE OF MINNESOTA ) ) COUNTY OF HENNEPIN ) SS. ) CITY OF RICHFIELD ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Richfield, Hennepin County, Minnesota (the “City”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on August 13, 2012 with the original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they relate to the issuance and sale of the City’s Taxable General Obligation Tax Increment Refunding Bonds, Series 2012B, in the original aggregate principal amount of $2,970,000. WITNESS My hand officially as such City Clerk and the corporate seal of the City this ____ day of __________, 2012. City Clerk City of Richfield, Minnesota (SEAL) Error! Unknown document property name.