07-9947r
RESOLUTION NO. 9947
A RESOLUTION AWARDING THE SALE OF $4,250,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES
2007B; 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
(the "City") as follows:
Section 1.
Sale of Bonds.
1.01 It is hereby determined that:
(a) the following assessable public improvements (the "Improvements") have been
made, duly ordered or contracts let for the construction thereof, by the City pursuant to the
provisions of Minnesota Statutes, Chapter 429 (the "Act"):
Project Designation & Description:
Total Project Cost
Deposit to Project Construction Fund
Construction of new four-lane roundabout at SSAH 53 Richfield Pkwy
New storm sewer trunk line that drains new regional pond
Relocation of existing water and sanitary sewer mains
Related landscaping
Deposit to Debt Service Fund (capitalized interest)
Cost of Issuance
Gross Bond Insurance Premium
Underwriter's Expense
$4,122,128.98
101,174.19
24,749.00
13,800.00
7,443.88
Total
$4.269.296.05*
* Includes net reoffering premium in the amount of $19,296.05
(b) it is necessary and expedient to the sound financial management of the affairs of
the City to issue $4,250,000 General Obligation Improvement Bonds, Series 2007B (the
"Bonds") pursuant to the Act to provide financing for the Improvements.
1.02. Award to the Purchaser and Interest Rates. The proposal of Stifel, Nicolaus & Co., Inc.
(the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof 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 $4,248,052.17 (par amount of $4,250,000.00, plus net reoffering premium of
$19,296.05, less underwriter's discount of $7,443.88, less insurance premium of $13,800.00), plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2009 4.250% 2019 4.250%
2010 4.250 2020 4.250
2011 4.250 2021 4.250
2012 4.250 2022 4.250
2013 4.250 2023 4.250
2014 4.250 2024 4.250
2015 4.250 2025 4.300
2016 4.250 2026 4.300
2017 4.250 2027 4.300
2018 4.250 2028 4.300
True interest cost: 4.2740473%
1.03. Purchase Contract. The sum of 56,552.17, being the amount proposed by the Purchaser in
excess of $4,191,500, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Construction Fund established under Section 4.01(b) hereof, as determined by the City Finance Manager,
in consultation with the City's financial advisor. The City Finance Manager is directed to retain the good
faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith
checks of the unsuccessful proposers. 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 Act in the total principal amount of $4,250,000, originally dated July 10,2007, 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
2009 $140,000 2019 $210,000
2010 145,000 2020 220,000
2011 150,000 2021 230,000
2012 155,000 2022 240,000
2013 165,000 2023 250,000
2014 170,000 2024 260,000
2015 175,000 2025 270,000
2016 185,000 2026 285,000
2017 190,000 2027 300,000
2018 200,000 2028 310,000
1.05. Optional Redemption. The City may elect on February 1,2017, and on any day
thereafter to prepay Bonds due on or after February 1,2018, 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.
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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 I and August 1 of each year, commencing February 1,2008, to the registered owners of record
thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or
not that day is a business day.
2.03. Registration. The City will 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 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
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principal of and interest on the Bond and for all other purposes and payments so made to
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 a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of 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 Wells Fargo Bank, 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 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 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.
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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. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
following form:
(The remainder of this page is intentionally left blank.)
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[Form of Bond]
No.R-
$
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGA nON IMPROVEMENT BOND, SERIES 2007B
Interest
Rate
Maturity
Date of
Original Issue
CUSIP
%
February 1,20_
July _, 2007
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 1,2008, 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 Wells Fargo Bank, National Association, Minneapolis,
Minnesota, as 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 1,2017, and on any day thereafter to prepay Bonds due on or
after February 1, 2018. 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 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 al\d 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.
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of interest expense for financial institutions and within
the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $4,250,000 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 June 12,2007 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in making local improvements,
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, Chapter 429, and the principal hereof and interest
hereon are payable primarily from ad valorem taxes for the City's share of the cost of the improvements
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and from special assessments against property specially benefited by local improvements, 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 additional ad valorem taxes on all taxable property in the City in the
event of any deficiency in taxes and special assessments pledged, which additional 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 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 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 newBond 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 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 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 under
the Resolution until the Certificate of Authentication hereon has been executed by the 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: July 10, 2007
CITY OF RICHFIELD, MINNESOTA
(F acsimile)
(F acsimile)
City Manager
Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK, NATIONAL
ASSOCIATION
By
The following abbreviations, when used in the inscription on the face of this Bond, will be
constructed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
m common
UNIF GIFT MIN ACT
Custodian
(Cust)
(Minor)
TEN ENT -- as tenants
by entireties
under Uniform Gifts or
Transfers to Minors
JT TEN --
as joint tenants with
right of survivorship and
not as tenants in common
Act. . . . . .
(State)
Additional abbreviations may also be used though not in the above list.
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ASSIGNMENT
For
value
received,
the
undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
attorney to transfer the said
with full power of substitution in the
hereby irrevocably constitute and appoint
Bond on the books kept for registration of the within Bond,
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 Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
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PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ill #13-2555119
[End of form of Bond]
3.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, . Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.
Section 4.
Payment: Security: Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the Improvement Bonds, Series
2007B Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of general taxes
hereinafter levied ("Taxes"), and special assessments ("Assessments") levied or to be levied for the
Improvements described in Section 1.01 are hereby pledged to the Debt Service Fund. If a payment of
principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service
Fund to pay the same, the City Finance Manager is directed to 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 Taxes and Assessments when collected. There is appropriated to the Debt Service Fund (i) capitalized
interest funded from Bond proceeds, if any, (ii) any amount 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 (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any.
(b) The proceeds of the Bonds, less the appropriations made in paragraph (a), together with
any other funds appropriated for the Improvements and Taxes and Assessments collected during the
construction of the Improvements will be deposited in a separate construction fund (the "Construction
Fund") to be used solely to defray expenses of the Improvements and the payment of principal and
interest on the Bonds prior to the completion and payment of all costs of the Improvement. Any balance
remaining in the Construction Fund after completion of the Improvements may be used to pay the cost in
whole or in part of any other improvement instituted under the Act. When the Improvements are
completed and the cost thereof paid, the Construction Fund is to. be closed and subsequent collections of
Taxes and Assessments for the Improvements are to be deposited in the Debt Service Fund.
4.02. City Covenants. It is hereby determined that the Improvements will directly and
indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of
the Bonds as follows:
(a) The City has caused or will cause the Assessments for the Improvements to be
promptly levied so that the first installment will be collectible not later than 2008 and will take all
steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized.
The City Council will cause to be taken with due diligence all further actions that are required for
the construction of each Improvement financed wholly or partly from the proceeds of the Bonds,
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and will take all further actions necessary for the final and valid levy of the Assessments and the
appropriation of any other funds needed to pay the Bonds and interest thereon when due.
(b) In the event of any current or anticipated deficiency in Taxes and Assessments,
the City Council will levy additional ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing: receipts
and disbursements in connection with the Improvements, Taxes and Assessments levied therefor
and other funds appropriated for their payment, collections thereof and disbursements therefrom,
monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually and will
furnish copies of such audit reports to any interested person upon request.
4.03. Pledge of Tax Levy. It is determined that at least 20% of the cost of the Improvements
will be specially assessed against benefited properties. For the purpose of paying the principal of and
interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable
property in the City, which will be spread upon the tax rolls and collected with and as part of other
general taxes of the City. The taxes will be credited to the Debt Service Fund and will be in the years and
amounts as shown in Exhibit B.
4.04. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Assessments and the foregoing Taxes will produce
at least five percent in excess of the amount needed to meet when due the principal and interest payments
on the Bonds. The tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at
the time the City makes its annual tax levies the City Finance Manager may certifY to the Taxpayer
Services Division Manager of Hennepin County the amount available in the Debt Service Fund to pay
principal and interesL due during the ensuing year, and the Taxpayer Services Division Manager will
thereupon reduce the levy collectible during such year by the amount so certified.
4.05. Taxpayer Services Division Manager Certificate as to Registration. The City Manager is
authorized and 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 Minnesota Statutes, Section
475.63.
Section 5.
Authentication of Transcript.
5.01. 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,
may be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, City Manager, and City Finance
Manager are authorized and directed to certifY that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the 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.
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5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy
& Graven, Chartered as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing
date for further distribution as directed by the City's financial adviser, Ehlers & Associates, Inc.
Section 6.
Tax Covenant.
6.01. Tax-Exempt Bonds. The City covenants and ,agrees with the holders from time to time of
the Bonds 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 Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect
at the time of such actions, and that it will take ,or cause its officers, employees or agents to take, all
affirmative action within its power that may be necessary to ensure that such interest will not become
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
6.02. No Rebate Required. The City will comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income of the interest on the Bonds 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 Bonds, and the rebate of excess
investment earnings to the United States.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. Qualified Tax-Exempt Obligations. In order to qualify the Bonds as "qualified tax-
exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following
factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section ,141 of the Code;
(b) the City hereby designates the Bonds 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 any
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 2007 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2007 have been designated for purposes of Section 265(b)(3) of the Code. .
6.05. Procedural Requirements. 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 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 1.03 hereof. Upon initial
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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 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
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 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
13
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 mariner provided in DTC's Operational Arrangements, as set forth
in the Representation Letter.
Section.8.
Continuing Disclosure.
8.01. 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.
8.02. 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.
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.
(The remainder of this page is intentionally left blank.)
14
Passed and adopted this 12th day of June, 2007.
CITY OF RICHFIELD, MINNESOTA
Attest:
~~
15
BID TABULATION
$4,250,000 General Obligation Improvement Bonds, Series 2007B
CITY OF RICHFIELD, MINNESOTA
SALE: June 12,2007
AWARD: STIFEL, NICOLAUS & CO., INC.
RATING: AMBAC Insured (Moody's Investors Service, Inc. "Aaa")*
UNDERLYING RATING: Moody's Investors Service, Inc. "Aa3"
BBI: 4.54%
NAME OF BIDDER
MATURITY RATE REOFFERING
(February 1) YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
, .
STIFEL, NICOLAUS & CO., INC. 2009 4.250% 3.770% $4,248,052.17 $2,264,007.02 4.2740%
Minneapolis, Minnesota 2010 4.250% 3.830%
2011 4.250% 3.870%
2012 4.250% 3.900%
2013 4.250% 3.930%
2014 4.250% 3.960%
2015 4.250% 4.000%
2016 4.250% 4.030%
2017 4.250% 4.070%
2018 4.250% 4.120%
2019 4.250% 4.170%
2020 4.250% 4.200%
2021 4.250% 4.220%
2022 4.250% 4.240%
2023 4.250% 4.260%
2024 4.250% 4.280%
2025 4.300% 4.300%
2026 4.300% 4.320%
2027 4.300% 4.340%
2028 4.300% 4.360%
D.A. DAVIDSON & CO. 2009 4.200% $4,215,405.00 $2,259,037.50 4.2885%
Minnetonka, Minnesota 2010 4.200%
2011 4.200%
2012 4.200%
2013 4.200%
2014 4.200%
2015 4.200%
2016 4.200%
2017 4.200%
2018 4.200%
2019 4.200%
2020 4.200%
2021 4.200%
2022 4.200%
2023 4.200%
2024 4.200%
2025 4.200%
2026 4.200%
2027 4.200%
2028 4.200%
*AMBAC insurance purchased bv Stifel Nicolaus & Companv
NAME OF BIDDER
MATURITY
(February 1)
RATE REOFFERING
YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
SUNTRUST CAPITAL MARKETS, INC. 2009 4.000% $4,192,209.40 $2,308,236.88 4.3863%
Atlanta, Georgia 2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.125%
2018 4.125%
2019 4.125%
2020 4.125%
2021 4.250%
2022 4.250%
2023 4.250%
2024 4.250%
2025 4.375%
2026 4.375%
2027 4.375%
2028 4.375%
MORGAN KEEGAN & CO., INC. 2009 4.000% $4,202,966.50 $2,313,885.99 4.3896%
Memphis, Tennessee 2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.050%
2017 4.050%
2018 4.100%
2019 4.150%
2020 4.300%
2021 4.300%
2022 4.350%
2023 4.350%
2024 4.350%
2025 4.350%
2026 4.375%
2027 4.375%
2028 4.375%
HARRIS N.A. 2009 4.250% $4,227,882.65 $2,321,561.75 4.3910%
Chicago, Illinois 2010 4.250%
2011 4.250%
2012 4.250%
2013 4.250%
2014 4.250%
2015 4.250%
2016 4.250%
2017 4.250%
2018 4.250%
2019 4.250%
2020 4.250%
2021 4.250%
2022 4.250%
2023 4.250%
2024 4.375%
2025 4.375%
NAME OF BIDDER
MATURITY
(February 1)
RATE REOFFERING
YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
, 2026 4.375%
2027 4.500%
2028 4.500%
STERNE, AGEE & LEACH, INC. 2009 4.250% $4,192,110.30 $2,308,813.66 4.3993%
Birmingham, Alabama 2010 4.250%
2011 4.250%
2012 4.250%
2013 4.250%
2014 4.250%
2015 4.250%
2016 4.250%
2017 4.250%
2018 4.250%
2019 4.250%
2020 4.250%
2021 4.250%
2022 4.250%
2023 4.250%
2024 4.250%
2025 4.250%
2026 4.250%
2027 4.250%
2028 4.250%
PNC CAPITAL MARKETS LLC 2009 4.000% $4,207,105.60 $2,325,085.65 4.4061 %
Philadelphia, Pennsylvania 2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.000%
2017 4.050%
2018 4.250%
2019 4.250%
2020 4.250%
2021 4.250%
2022 4.250%
2023 4.400%
2024 4.400%
2025 4.400%
2026 4.400%
2027 4.450%
2028 4.450%
J.P. MORGAN SECURITIES, INC. 2009 4.125% $4,202,352.90 $2,324,552.84 4.4108%
New York, New York 2010 4.125%
2011 4.125%
2012 4.125%
2013 4.125%
2014 4.125%
2015 4.125%
2016 4.125%
2017 4.125%
2018 4.125%
2019 4.150%
2020 4.150%
2021 4.250%
NAME OF BIDDER
MATURITY
(February 1)
RATE REOFFERING
YIELD
PRICE
NET TRUE
INTEREST INTEREST
COST RATE
2022 4.250%
2023 4.250%
2024 4.250%
2025 4.450%
2026 4.450%
2027 4.450%
2028 4.450%
WELLS FARGO BROKERAGE SERVICES, LLC 2009 4.000% $4,233,060.90 $2,353,852.31 4.4386%
Minneapolis, Minnesota 2010 4.000%
2011 4.000%
2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.250%
2017 4.250%
2018 4.250%
2019 4.250%
2020 4.250%
2021 4.350%
2022 4.375%
2023 4.500%
2024 4.500%
2025 4.500%
2026 4.500%
2027 4.625%
2028 4.625%
CRONIN & COMPANY, INC. 2009 4.250% $4,214,821.10 $2,370,410.48 4.4914%
Minneapolis, Minnesota 2010 4.250%
2011 4.250%
2012 4.250%
2013 4.250%
2014 4.250%
2015 4.250%
2016 4.250%
2017 4.250%
2018 4.250%
2019 4.300%
2020 4.350%
2021 4.375%
2022 4.375%
2023 4.450%
2024 4.450%
2025 4.500%
2026 4.500%
2027 4.500%
2028 4.500%
Year*
EXHffiIT B
Tax Levy Schedule
2008
2009
2010
2011
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
* Year tax levy collected.
RC145-564 (JAB)
309090v.2
B-1
Tax Levy
$264,700
263,700
262,500
261,000
264,600
262,500
260,200
262,900
259,900
261,900
263,500
264,600
265,300
265,500
265,300
264,600
263,500
267,100
270,000
266,900