13-10774r RESOLUTION NO. 10774
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION STORMWATER REVENUE BONDS,
SERIES 2013B, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $2,770,000; 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, Minnesota (the "City"), as
follows:
Section 1. Sale of Bonds.
1.01 Authority. It is hereby determined that:
(a) The City engineer has recommended the construction of stormwater
improvements in the City (the "Improvements") pursuant to Minnesota Statutes, Chapter 475, as
amended, and Minnesota Statutes, Section 444.075 (collectively,the "Act"), payable from the net
revenues of the stormwater system of the City.
(b) It is necessary and expedient to the sound financial management of the affairs of
the City to issue its General Obligation Stormwater Revenue Bonds, Series 2013B (the "Bonds"),
in the aggregate principal amount of$2,770,000,to provide financing for the Improvements.
(c) The City is authorized by Section 475.60, subdivision 2(9), of the 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 the City's
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 Baird, Milwaukee, Wisconsin,
as syndicate manager (the "Purchaser"), to purchase the Bonds of the City 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 $2,782,086.15 (par amount of $2,770,000.00, plus original issue premium of $43,331.15, less
underwriter's discount of$31,245.00), plus accrued interest to date of delivery, if any, for Bonds bearing
interest as follows:
(The remainder of this page is intentionally left blank.)
419150v3 JAE RC145-634 2
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2014 2.000% 2022 2.000%
2015 2.000 2023 2.000
2016 2.000 2025* 2.000
2017 2.000 2027* 2.150
2018 2.000 2029* 2.350
2019 2.000 2031* 2.550
2020 2.000 2033* 2.700
2021 2.000
* Term Bonds
True interest cost: 2.1537416%
1.03. Purchase Contract. The sum of$45,326.15, being the amount proposed by the Purchaser
in excess of$2,736,760.00, shall be credited to the Debt Service Fund hereinafter created or deposited in
the Construction Fund hereinafter created, as determined by the City's Finance Manager 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 Act in the total principal amount of$2,770,000, originally dated March 21, 2013,
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 of Year of
Maturity Amount Maturity Amount
2014 $125,000 2022 $130,000
2015 120,000 2023 135,000
2016 120,000 2025* 275,000
2017 125,000 2027* 285,000
2018 125,000 2029* 300,000
2019 125,000 2031* 315,000
2020 125,000 2033* 335,000
2021 130,000
* Term Bonds
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.
419150v3 JAE RC145-634 3
1.06 Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2025,
February 1, 2027, February 1, 2029, February 1, 2031, and February 1, 2033 shall hereinafter be referred to
collectively as the "Term Bonds." The principal amount of the Term Bonds subject to mandatory sinking
fund redemption on any date may be reduced through earlier optional redemptions, with any partial
redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term
Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund
redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years
and in the principal amounts as follows:
Sinking Fund Installment Date
February 1, 2025 Term Bond Principal Amount
2024 $135,000
2025* 140,000
*Maturity
Sinking Fund Installment Date
February 1,2027 Term Bond Principal Amount
2026 $140,000
2027* 145,000
*Maturity
Sinking Fund Installment Date
February 1, 2029 Term Bond Principal Amount
2028 $150,000
2029* 150,000
*Maturity
Sinking Fund Installment Date
February 1, 2031 Term Bond Principal Amount
2030 $155,000
2031* 160,000
*Maturity
Sinking Fund Installment Date
February 1, 2033 Term Bond Principal Amount
2032 $165,000
2033* 170,000
*Maturity
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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 1 and August 1 of each year, commencing February 1, 2014,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
419150v3 JAE RC145-634 5
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
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.
Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any
419150v3 JAE RC145-634 6
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 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 as attached hereto as EXHIBIT B.
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. The City will continue to operate and maintain its Stormwater Fund to
which will be credited all gross revenues of the stormwater system and out of which will be paid all normal
and reasonable expenses of current operations of the stormwater system. Any balance therein is deemed net
revenues and will be transferred, from time to time,to the General Obligation Stormwater Revenue Bonds,
Series 2013B Debt Service Fund (the "Debt Service Fund") hereby created, which fund will be used only
to pay principal of and interest on the Bonds and any other bonds similarly authorized. Pursuant to
Section 444.075, subdivision 3, of the Act, the net revenues of the stormwater system pledged to the
payment of principal of and interest on the Bonds shall include payments made by the Minnehaha Creek
Watershed District (the "District") pursuant to a Cooperative Agreement between the District and the
City. There will always be retained in the Debt Service Fund a sufficient amount to pay the principal of
and interest on all the Bonds, and the Finance Manager must report any current or anticipated deficiency
in the Debt Service Fund to the City Council. There is appropriated to the Debt Service Fund amounts
over the minimum purchase price of the Bonds paid by the Purchaser,to the extent designated for deposit
in the Debt Service Fund in accordance with Section 1.03.
4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated for the Improvements, will be deposited in a
separate construction fund (the "Construction Fund") to be used solely to defray expenses of the
Improvements. When the Improvements are completed and the cost thereof paid, the Construction Fund
is to be closed and any balance therein is to be deposited in the Debt Service Fund.
4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following
covenants and agreements:
419150v3 JAE RC145-634 7
(a) The City will continue to maintain and efficiently operate the stormwater system
as a public utility and convenience free from competition of other like municipal utilities and will
cause all revenues therefrom to be deposited in bank accounts and credited to the stormwater
system funds as hereinabove provided, and will make no expenditures from those accounts except
for a duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account and will
cause money to be credited thereto from time to time, out of net revenues from the stormwater
system in sums sufficient to pay principal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the stormwater system and which will be open to inspection and
copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it
will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee
therefor, and said account will be audited at least annually by a qualified public accountant and
statements of such audit and report will be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the stormwater system
to be bonded in reasonable amounts for the protection of the City and the bondholders and will
cause the funds collected on account of the operations of the stormwater system to be deposited in
a bank whose deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the stormwater system insured at all times against loss by
fire, tornado and other risks customarily insured against with an insurer or insurers in good
standing, in such amounts as are customary for like plants, to protect the holders, from time to
time, of the Bonds and the City from any loss due to any such casualty and will apply the
proceeds of such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the stormwater system as required by law.
(g) The City will impose and collect charges of the nature authorized by
Section 444.075 of the Act at the times and in the amounts required to produce net revenues
adequate to pay all principal and interest when due on the Bonds and to create and maintain such
reserves securing said payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property in the
City when required to meet any deficiency in net revenues.
4.04. Debt Service Coverage. It is hereby determined that the estimated collection of net
revenues from the stormwater system of the City for the payment of principal and interest on the Bonds
will produce at least five percent in excess of the amount needed to meet, when due, the principal and
interest payments on the Bonds and that no tax levy is needed at this time.
4.05. General Obligation Pledge. If a payment of principal of or interest on the Bonds becomes
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 may be
reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available
therein.
419150v3 JAE RC145-634 8
4.06. State Credit Enhancement.
(a) Pursuant to a resolution adopted by the City Council on February 12, 2013, the
City Council authorized and directed City staff to enter the City into a Credit Enhancement
Program Agreement(the"Credit Agreement")with the Minnesota Public Facilities Authority(the
"Authority"). Pursuant to Minnesota Statutes, Section 446A.086, as amended (the "Credit
Enhancement Act"), the State of Minnesota, acting through the Authority, may provide a
guarantee of any deficiency of debt service payments on the Bonds. Pursuant to the Credit
Enhancement Act,the City makes the following representations and covenants:
(i) the City will notify the Authority of any default or potential default in the
payment of principal or interest due on the Bonds;
(ii) the City will deposit with the Registrar all payments of principal and
interest due on the Bonds at least three business days prior to the payment due date;
(iii) the agreement the City enters into with the Registrar will include all
provisions required by the Credit Enhancement Act; and
(iv) the. City will comply with all provisions of the Credit Agreement and
with the Credit Enhancement Act.
(b) Pursuant to Section 3 of the Credit Enhancement Act, the City acknowledges and
agrees that the Registrar is required to inform the Minnesota Commissioner of Management and
Budget and the Authority if the Registrar becomes aware of a default or potential default in the
payment of principal or interest on the Bonds or if, on the day two business days before the date a
payment is due on the Bonds, there are insufficient funds to make the payment on deposit with
the Registrar.
4.07. Certificate of Taxpayer Services Division Manager 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, Minnesota, and to obtain the certificate required by Section 475.63 of the
Act.
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 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.
419150v3 JAE RC145-634 9
5.03. 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
the 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.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to KleinBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's financial advisor, 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. Rebate. 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 2013 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2013 have been designated for purposes of Section 265(b)(3)of the Code.
419150v3 JAE RC145-634 10
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 of the Bonds as described 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 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
419150v3 JAE RC145-634 11
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 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.
(The remainder of this page is intentionally left blank.)
419150v3 JAE RC145-634 12
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:
Goettel,Elliott,Garcia,and Fitzhenry
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
419150v3 JAE RC145-634 13
Passed and adopted this 26th day of February,2013.
iiikOF RICHFIELD,MINNESOTA
cfjpir
A ft A A a
J
City IVs nager
Attest:
City Clerk
EXHIBIT A
PROPOSALS
419150v3 JAE RC145-634 A_1
BID TABULATION
$2,770,000 General Obligation Stormwater Revenue Bonds,Series 2013B
CITY OF RICHFIELD,MINNESOTA
SALE:February 26,2013
AWARD:BAIRD
MN CREDIT ENHANCED RATING:Standard&Poor's Credit Markets"AA+" BBI:3.74%
UNDERLYING RATING:Standard&Poor's Credit Markets"AA+" ,
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
BAIRD 2014 2.000% 0.300% $2,782,086.15 $692,575.38 2.2604%
Milwaukee,Wisconsin 2015 2.000% 0.400%
C.L.King&Associates 2016 2.000% 0.550%
Coastal Securities,Inc. 2017 2.000% 0.700%
Kildare Capital 2018 2.000% 0.900%
Edward Jones 2019 2.000% 1.100%
Cronin&Co.,Inc. 2020 2.000% 1.350%
SAMCO Capital Markets 2021 2.000% 1.550%
Loop Capital Markets 2022 2.000% 1.700%
Crews&Associates,Inc. 2023 2.000% 1.850%
Davenport&Co.L.L.C. 2024* 2.000% 2.000%
Ross,Sinclaire&Associates,LLC 2025* 2.000% 2.000%
Wedbush Securities Inc. 2026** 2.150% 2.150%
CastleOak Securities,L.P. 2027** 2.150% 2.150%
Vining-Sparks IBG,Limited Partnership 2028*** 2.350% 2.350%
Dougherty&Company,LLC 2029*** 2.350% 2.350%
Country Club Bank 2030**** 2.550% 2.550%
Bemardi Securities,Inc. 2031**"* 2.550% 2.550%
Isaak Bond Investments,Inc 2032***** 2.700% 2.700%
2033***"* 2.700% 2.700%
*$275,000 Term Bond due 2025 with mandatory redemption in 2024
**$285,000 Term Bond due 2027 with mandatory redemption in 2026
***$300,000 Term Bond due 2029 with mandatory redemption in 2028
****$315,000 Term Bond due 2031 with mandatory redemption in 2030
*****$335,000 Term Bond due 2033 with mandatory redemption in 2032
\wm.ehlers-inc.corn
ell E H L E RS Minnesota phone 651-697-8500 3060 Centre Pointe Drive
LEADERS IN PUBLIC FINANCE Offirhls also in Wisconsin and Illinois fax 651-697-8555 Roseville,MN 55113-1122
419150v3 JAE RC145-634 A-2
$2,770,000 General Obligation Stormwater Revenue Bonds,Series 2013B Page 2
City of Richfield,Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
BOSC,INC.,A SUBSIDIARY OF BOK 2014 2.000% $2,797,114.90 $699,811.49 2.2731%
FINANCIAL CORPORATION 2015 2.000%
Milwaukee,Wisconsin 2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.200%
2027 2.200%
2028 2.200%
2029 2.750%
2030 2.750%
2031 2.750%
2032 2.750%
2033 2.750%
FTN FINANCIAL CAPITAL MARKETS 2014 0.400% $2,799,416.65 $726,021.27 2.3395%
Memphis,Tennessee 2015 0.400%
2016 0.700%
2017 0.700%
2018 1.000%
2019 1.000%
•
2020 1.400%
2021 1.400%
2022 2.000%
2023 2.000%
2024 2.500%
2025 2.500%
2026 2.500%
2027 2.500%
2028 2.750%
2029 2.750%
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.000%
419150v3 JAE RC145-634 A-3
$2,770,000 General Obligation Stormwater Revenue Bonds,Series 2013B Page 3
City of Richfield,Minnesota
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES,INC. 2014 1.500% $2,784,838.85 $741,671.57 2.4072%
Minneapolis,Minnesota 2015 1.500%
2016 1.500%
2017 1.500%
2018 1.500%
2019 1.500%
2020 2.000%
2021 2.000%
2022 2.000%
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.500%
2027 2.500%
2028 2.500%
2029 2.500%
2030 3.000%
2031 3.000%
2032 3.000%
2033 3.000%
419150v3 JAE RC145-634 A-4
EXHIBIT B
FORM OF BOND
No. R- $
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STORMWATER REVENUE BOND
SERIES 2013B
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ March 21,2013
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, 2014, 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 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.
The Bonds maturing on February 1, 2025, February 1, 2027, February 1, 2029, February 1, 2031,
and February 1,2033 shall hereinafter be referred to collectively as the"Term Bonds." The principal amount
of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier
optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory
sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds
are subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest
on February 1 of the following years and in the principal amounts as follows:
419150v3 JAE RC145-634 B-1
Sinking Fund Installment Date
February 1, 2025 Term Bond Principal Amount
2024 $135,000
2025* 140,000
*Maturity
Sinking Fund Installment Date
February 1,2027 Term Bond Principal Amount
2026 $140,000
2027* 145,000
*Maturity
Sinking Fund Installment Date
February 1,2029 Term Bond Principal Amount
2028 $150,000
2029* 150,000
*Maturity
Sinking Fund Installment Date
February 1, 2031 Term Bond Principal Amount
2030 $155,000
2031* 160,000
*Maturity
Sinking Fund Installment Date
February 1, 2033 Term Bond Principal Amount
2032 $165,000
2033* 170,000
*Maturity
This Bond is one of an issue in the aggregate principal amount of$2,770,000 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 26, 2013 (the "Resolution"), for the purpose of
providing money to aid in financing various improvements to the stormwater system 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, Chapter 475, as amended, and Minnesota Statutes,
Section 444.075, and the principal hereof and interest hereon are payable from net revenues of the
stormwater system of the City, as set forth in the Resolution to which reference is made for a full
statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably
pledged for payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on all
taxable property in the City in the event of any deficiency in net revenues pledged, which taxes may be
419150v3 JAE RC145-634 B_2
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.
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.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the stormwater system free from
competition by other like municipal utilities; that adequate insurance on said system and suitable fidelity
bonds on employees will be carried; that proper and adequate books of account will be kept showing all
receipts and disbursements relating to the Stormwater Fund, into which it will pay all of the gross
revenues from the stormwater system; that it will also create and maintain a General Obligation
Stormwater Revenue Bonds, Series 2013B Debt Service Fund, into which it will pay, out of the net
revenues from the stormwater system a sum sufficient to pay principal hereof and interest thereon when
due; and that it will provide, by ad valorem tax levies, for any deficiency in required net revenues of the
stormwater system.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota,to be done, to exist, to happen and to be performed preliminary to and in the issuance
of this Bond in order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory,
or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit 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.
419150v3 JAE RC145-634 B-3
Dated: March 21,2013
CITY OF RICHFIELD,MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO 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:
419150v3 JAE RC145-634 B_4
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular,without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Bond Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
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
419150v3 JAE RC145-634 B_5