01-9024r
56
RESOLUTION NO. 9024
A RESOLUTION AWARDING THE SALE OF $1,165,000 GENERAL
OBLIGATION STORM SEWER REVENUE REFUNDING BONDS, SERIES 2001B;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Hennepin County,
Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of E-Bond Trade, LLC (Purchaser) to purchase $1,165,000
General Obligation Storm Sewer Revenue Refunding Bonds, Series 2001 B (Bonds) of the
City described in the Terms of Proposal thereof is determined to be a reasonable offer and
is accepted, the proposal being to purchase the Bonds at a price of $1,171,111.35 plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturitv Rate Maturitv Rate
2002 4.00% 2005 4.00%
2003 4.00% 2006 4.00%
2004 4.00% 2007 4.00%
True interest cost: 3.8290%
1.02. The sum of $17,761.65 being the amount proposed by the Purchaser in
excess of $1,153,350 is credited to the Debt Service Fund hereinafter created. The City
Manager is directed to retain the good faith check of the Purchaser, pending completion
of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers
forthwith. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota
Statutes, Section 475.67 (Act) in the total principal amount of $1,165,000, originally dated
May 3, 2001, in the denomination of $5,000 each or any integral multiple thereof,
numbered No. R-1, upward, bearing interest as above set forth, and which mature serially
on February 1 without option of prior payment in the years and amounts as follows:
Year Amount Year Amount
2002 $155,00 2005 $205,00
0 0
2003 180,000 2006 210,000
2004 190,000 2007 225,000
1.04. Term Bonds. (To be completed if Term Bonds are requested by the
Purchaser.)
Section 2. Reqistration 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, 2002, to the registered owners of
record as of the close of business on the fifteenth day of the immediately preceding month,
whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar,
transfer agent, authenticating agent and paying agent (Registrar). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Reqister. The Registrar must keep at its principal corporate trust
office a bond register in which the Registrar provides for the
registration of ownership of 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 authentica~~iand,cieliver,i~ the name of the designated transferee
or transferees, one or more new aonds 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) Exchanae 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 principal of and interest on the Bond and for all
other purposes, and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon the Bond
to the extent of the sum or sums so paid.
(g) Taxes. Fees and Charaes. The Registrar may impose a charge upon
the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid with
respect to the transfer or exchange.
(h) Mutilated. Lost. Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in substitution for any Bond
destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond
destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to
it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and
upon furnishing to the Registrar an appropriate bond or indemnity in form,
substance and amount satisfactory to it and as provided by law, in which both the
City and the Registrar must be named as obligees. Bonds so surrendered to the
Registrar will be cancelled by the Registrar and evidence of such cancellation must
be given to the City. If the mutilated, destroyed, stolen or lost Bond has already
matured or been called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
2.04. Appointment of Initial Reqistrar. The City appoints Wells Fargo Bank
Minnesota, N.A., Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City
Manager are authorized to execute and deliver, on behalf of the City, a contract with the
Registrar. Upon merger or consolidation of the Registrar with another corporation, if the
resulting corporation is a bank or trust company authorized by law to conduct 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 Manager must transmit to the
Registrar monies sufficient for the payment of all principal and interest then due.
2.05. Execution. Authentication and Deliverv. The Bonds will be prepared under
the direction of the City Manager and executed on behalf of the City by the signatures of
the Mayor and the City Manager, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of
whose signature appears on th~ !?onds ceases to be such officer before the delivery of any
Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes,
the same as if the officer had remained in office until delivery. Notwithstanding such
execution, a Bond will not be valid or obligatory for any purpose or entitled to any security
or benefit under this Resolution unless and until a certificate of authentication on the Bond
has been duly executed by the manual signature of an authorized representative of the
Registrar. Certificates of authentication on different Bonds need not be signed by the
same representative. The executed certificate of authentication on a Bond is conclusive
evidence that it has been authenticated and delivered under this Resolution. When the
Bonds have been so prepared, executed and authenticated, the City Manager will deliver
the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see
to the application of the purchase price.
2.06. Temporarv 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.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[F ace of the Bond]
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STORM SEWER
REVENUE REFUNDING BOND, SERIES 2001 B
$
Rate
Maturity
Date of
Original Issue
May 3, 2001
CUSIP
Registered Owner: Cede & Co.
The City of Richfield, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City), acknowledges itself to be indebted and
for value received promises to pay to the Registered Owner specified above or registered
assigns, the principal sum of $ on the maturity date specified above without
option of prior payment, 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,
2002, 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 Minnesota, N.A., 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.
This Bond is one of an issue in the aggregate principal amount of $1,165,000 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 March
26, 2001 (the Resolution), for the purpose of providing money to refund the outstanding
principal amount of certain general obligation bonds of the City, pursuant to and in full
conformity with the home rule charter of the City and the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Section 475.67, and the principal hereof and
interest hereon are payable primarily from net revenues of the storm sewer utility of the
City in a special debt service fund 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 storm sewer utility system revenues pledged, which taxes may be
levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
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 storm sewer utility
and system free from competition by other like utilities; that adequate insurance on said
plant and 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 Storm Sewer Fund, into which it will pay all of the gross revenues from the storm sewer
utility system; that it will also create and maintain a General Obligation Storm Sewer
Revenue Refunding Bonds, Series 2001 B Debt Service Fund, into which it will pay, out of
the net revenues from the storm sewer utility system a sum sufficient to pay principal
hereof and interest hereon when due; and that it will provide, by ad valorem tax levies, for
any deficiency in required net storm sewer utility system revenues.
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 9f 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.
Dated:
CITY OF RICHFIELD, MINNESOTA
(Facsimile)
City Manager
(Facsimile)
Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK
MINNESOTA, N.A.
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond,
will be construed as though they were written out in full according to applicable laws or
regulations:
TEN COM -- as tenants
in common
UNIF GIFT MIN ACT Custodian
(Gust) (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.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for
registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond
with the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
Signature(s) must be guaranteed by a [member of the Medallion Signature Program.]
[national bank or trust company or by a brokerage firm having a membership in one of the
major stock exchanges.]
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.
Date of Registration
Reqistered Owner
Signature of
Officer of Registrar
Cede & Co.
FederallD #13-2555119
3.02. The City Manager is authorized and directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which
is to be complete except as to dating thereof and cause the opinion to be printed on or
accompany each Bond.
Section 4. Payment Security; Pledqes and Covenants.
4.01. The City will create and continue to operate its Storm Sewer Utility Fund to
which will be credited all gross revenues of the storm sewer utility system and out of which
will be paid all normal and reasonable expenses of current operations of the storm sewer
utility system. Any balance therein will be deemed net revenues and will be transferred
from time to time, to a General Obligation Storm Sewer Revenue Refunding Bonds, Series
2001 B Debt Service Fund (Debt Service Fund) hereby created in the Storm Sewer Utility
Fund, which fund will be used only to pay principal of and interest on the Bonds and any
other bonds similarly authorized. The Storm Sewer Utility Fund Accounts established in
the resolution awarding the sale of the Refunded Bonds are continued and will be
maintained as therein provided. There will always be retained in the Debt Service Fund
a sufficient amount to pay principal of and interest on all the Bonds, and the City Finance
Director will report any current or anticipated deficiency in the Debt Service Fund to the
City Council.
4.02. It is determined that estimated collection of net revenues of the storm sewer
utility system available for the payment of principal and interest on the Bonds will produce
at least five percent in excess of the amount needed to meet when due, the principal and
interest payments on the Bonds and that no tax levy is needed at this time.
4.03. The Clerk is directed to file a certified copy of this resolution with the
Taxpayer Services Division Manager of Hennepin County and to obtain the certificate
required by Section 475.63 of the Act.
4.04. It is hereby determined that upon the receipt of proceeds of the Bonds
(Proceeds) for payment of the Refunded Bonds that an irrevocable appropriation to the
debt service fund for the Refunded Bonds will have been made within the meaning of
Section 475.61, Subdivision 3 of the Act, and the City Clerk is hereby authorized and
directed to certify such fact to and request the Taxpayer Services Division Manager to
cancel any and all tax levies made by the resolution authorizing and approving the
Refunded Bonds.
4.06. 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:
(a) The City will continue to maintain and efficiently operate the storm
sewer utility system as public utilities and conveniences free from competition of
other like utilities and will cause all revenues therefrom to be deposited in bank
accounts and credited to the storm sewer system accounts as hereinabove
provided, and will make no expenditures from said accounts except for a duly
authorized purpose and in accordance with this resolution.
. -, fL~ \:?~ti-~,;~t~(:E>
(b) The City will also maintain the Debt Service Fund as a separate
account in the Storm Sewer Utility Fund and will cause money to be credited thereto
from time to time, out of net revenues from the storm sewer utility 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 storm sewer utility system
and which will be open to inspection and copying by any bondholder, 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 all persons handling revenues of the storm
sewer utility 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 storm sewer utility system to be deposited in a bank whose
deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the storm sewer utility 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 storm sewer utility system as required by the laws of the
State of Minnesota.
(g) The City will impose and collect charges of the nature authorized by
Minnesota Statutes, section 444.075 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 pledged
for payment of the Bonds. .
Section 5. Refundinq; Findings; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the General Obligation Storm Sewer Revenue
Refunding Bonds, Series 1992A, of the City, dated December 1, 1992, of which
$1,165,000 in principal amount is callable on August 1, 2001. It is hereby found and
determined that based upon information presently available from the City's financial
advisers, the issuance of the Bonds is consistent with covenants made with the holders
thereof and is necessary and desirable for the reduction of debt service cost to the
municipality.
5.02. It is hereby found and determined that the Proceeds will be sufficient to
prepay all of the principal of, interest on and redemption premium (if any) on the Refunded
Bonds.
5.03. The Refunded Bonds maturing on February 1, 2002 and thereafter will be
redeemed and prepaid on August 1,2001. The Refunded Bonds will be redeemed and
prepaid in accordance with their terms and in accordance with the terms and conditions set
forth in the form of Notice of Call for Redemption attached hereto as Attachment A which
terms and conditions are hereby approved and incorporated herein by reference. The
Registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice
of Redemption to each registered holder of the Refunded Bonds.
5.04. When all Bonds and all interest thereon, have been discharged as provided
in this section, all pledges, covenants and other rights granted by this resolution to the
holders of the Bonds will cease, except that the pledge of the full faith and credit of the City
for the prompt and full payment of the principal of and interest on the Bonds will remain in
full force and effect. The City may discharge all Bonds which are due on any date by
depositing with the Registrar on or before that date a sum sufficient for the payment thereof
in full. If any Bond should not be paid when due, it may nevertheless be discharged by
depositing with the Registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and furnish to
the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings
and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the
facts within their knowledge or as shown by the books and records in their custody and
under their control, relating to the validity and marketability of the Bonds and such
instruments, including any heretofore furnished, will be deemed representations of the City
as to the facts stated therein.
6.02. The Mayor, City Manager and Finance Director are hereby authorized and
directed to certify that they have examined the Official Statement prepared and circulated
in connection with the issuance a. nd sale of the Bo.nds and that to the best of their
knowledge and belief the Official St~t~~~C~t is a' c6mplete and accurate representation of
the facts and representations made therein as of the date of the Official Statement.
6.03. The City authorizes the Purchaser to forward the amount of Bond proceeds
allocable to the payment of issuance expenses (other than amounts payable to Kennedy
& Graven, Chartered as Bond Counsel) to Resource Bank & Trust Company, Minneapolis,
Minnesota on the closing date for further distribution as directed by the City's financial
adviser, Ehlers and Associates, Inc.
Section 7. Tax Covenant.
7.01. 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.
7.02. 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.
7.03. 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.
7.04. 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 8. Book-Entry System; Limited Obligation of City.
8.01. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof.
Upon initial issuance, the ownership of each Bond will be registered in the registration
books kept by the Bond Registrar in the name of Cede & Co., as nominee for The
Depository Trust Company, New York, New York, and its successors and assigns (DTC).
Except as provided in this section, all of the outstanding Bonds will be registered in the
registration books kept by the Bond Registrar in the name of Cede & Co., as nominee of
DTC.
8.02. With respect to Bonds registered in the registration books kept by the Bond
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond Registrar and
the Paying Agent will have no responsibility or obligation to any broker dealers, banks and
other financial institutions from time to time for which DTC holds Bonds as securities
depository (Participants) or to any other person on behalf of which a Participant holds an
interest in the Bonds, including but not limited to any responsibility or obligation with
respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
other person (other than a registered owner of Bonds, as shown by the registration books
kept by the Bond Registrar), of any notice with respect to the Bonds, including any notice
of redemption, or (iii) the payment to any Participant or any other person, other than a
registered owner of Bonds, of any amount with respect to principal of, premium, if any, or
interest on the Bonds. The City, the Bond Registrar and the Paying Agent may treat and
consider the person in whose name each Bond is registered in the registration books kept
by the Bond Registrar as the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of
registering transfers with respect to such Bonds, and for all other purposes. The Paying
Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the
order of the respective registered owners, as shown in the registration books kept by the
Bond Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or
interest on the Bonds to the extent of the sum or sums so paid. No person other than a
registered owner of Bonds, as shown in the registration books kept by the Bond Registrar,
will receive a certificated Bond evidencing the obligation of this resolution. Uppn delivery
by DTC to the City Manager of a written notice to the effect that DTC has determined to
substitute a new nominee in place of Cede & Co., the words "Cede & Co.," will refer to
such new nominee of DTC; and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Bond Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to
DTC a Blanket Issuer Letter of Representations (Representation Letter) which will govern
payment of principal of, premium, if any, and interest on the Bonds and notices with
respect to the Bonds. Any Paying Agent or Bond Registrar subsequently appointed by the
NOTICE dF'CALL FOR REDEMPTION
$2,170,000
GENERAL OBLIGATION STORM SEWER REVENUE
REFUNDING BONDS, SERIES 1992A
CITY OF RICHFIELD
HENNEPIN COUNTY, MINNESOTA
ATTACHMENT A
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Richfield, Hennepin County, Minnesota, there have been called for redemption and
prepayment on
August 1, 2001
all outstanding bonds of the City designated as General Obligation Storm Sewer Revenue
Refunding Bonds, Series 1992A, dated December 1, 1992, having stated maturity dates
of February 1 in the years 2002 through 2007, both inclusive, totaling $1,165,000 in
principal amount, and with the following CUSIP numbers:
Year Amount CUSIP
2002
2003
2004
2005
2006
2007
$165,000
175,000
185,000
200,000
210,000
230,000
763 325 YR2
763 325 YSO
763 325 YT8
763 325 YU5
763 325 YV3
763 325 YW1
The bonds are being called at a price of par plus accrued interest to August 1, 2001, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby
called for redemption are requested to present their bonds for payment at the office of the
Finance Manager of the City of Richfield, Minnesota, on or before August 1, 2001.
In compliance with the Interest and Dividend Compliance Act of 1983 and Broker
Reporting Requirements, the redeeming institution is required to withhold a specified
percentage of the principal amount of your holdings redeemed unless they are provided
with your social security number or federal employer identification number, properly
certified. This Compliance should be fulfilled through the submitting of a W-9 Form which
may be obtained at a Bank or other Financial Institution.
City with respect to the Bonds will agree to take all action necessary for all representations
of the City in the Representation letter with respect to the Bond Registrar and Paying
Agent, respectively, to be complied with at all times.
804. 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 Bond Registrar will authenticate Bond certificates
in accordance with this resolution and the provisions hereof will apply to the transfer,
exchange and method of payment thereof.
8.05. Pavments 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 9. Continuing Disclosure.
9.01. The City hereby covenants and agrees that it will comply with and carry out
all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other
provision of this Resolution, failure of the City to comply with the Continuing Disclosure
Certificate will not be considered an event of default with respect to the Bonds; however,
any Bondholder may take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the City to comply with
its obligations under this section.
9.02. "Continuing Disclosure Certificate" means that certain Continuing Disclosure
Certificate executed by the Mayor and City Manager and dated the date of issuance and
delivery of the Bonds, as originally executed and as it may be amended from time to time
in accordance with the terms thereof.
Adopted by the City Council of the City of Richfield, Minnesota this 26th day of March,
2001.
ATTEST:
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