01-9025r
57
RESOLUTION NO. 9025
A RESOLUTION AWARDING THE SALE OF $8,350,000
GENERAL OBLIGATION TAX INCREMENT BONDS, SERIES 2001A;
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 staff of the City and the Housing and Redevelopment Authority have
prepared a form of Tax Increment Pledge Agreement (TIF Agreement) under which the
HRA agrees to make tgax increments from the Interchange West and Lyndale Gateway
Tax Increment District available to the City to pay principal of and interest on the bonds
authorized by this Resolution. The form of the Tax Increment Agreement is approved.
The Mayor and City Manager are authorized and directed to execute and deliver the Tax
Increment Agreement on behalf of the City.
1.02. The proposal of Dain Rauscher, Inc. (Purchaser) to purchase $8,350,000
General Obligation Tax Increment Bonds, Series 2001A (Bonds) of the City described in
the Terms of Proposal thereof is found and determined to be a reasonable offer and is
hereby accepted, the proposal being to purchase the Bonds at a price of $8,247,225.35
plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
2005 4.000% 2012 4.400%
2006 4.000% 2013 4.500%
2007 4.000% 2014 4.625%
2008 4.000% 2015 4.750%
2009 4.100% 2016 4.750%
2010 4.200% 2027 4.875%
2011 4.300%
Term Bonds due February 1,2019 at the rate of 5.000%.
Term Bonds due February 1, 2021 at the rate of 5.000%.
Term Bonds due February 1, 2024 at the rate of 5.000%.
True interest cost: 4.9077%
1.03. The sum of $9,950.35 being the amount proposed by the Purchaser in
excess of $8,237,275 will be credited to the Debt Service Fund hereinafter created. 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 forthwith. The Mayor and City Manager are directed to execute a
contract with the Purchaser on behalf of the City.
1.04. The City will forthwith issue and sell the Bonds pursuant to Minnesota
Statutes, Chapters 469 and 475 (collectively, the Act), in the total principal amount of
$8,350,000, originally dated April 1, 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 maturing serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
2005 $260,00 2012 $355,00
0 0
2006 270,000 2013 370,000
2007 285,000 2014 385,000
2008 295,000 2015 405,000
2009 310,000 2016 425,000
2010 320,000 2017 450,000
2011 335,000
Term Bonds due February 1, 2019 in the aggregate principal amount of $965,000.
Term Bonds due February 1, 2021 in the aggregate principal amount of $1,075,000.
Term Bonds due February 1, 2024 in the aggregate principal amount of $1,845,000.
1.05. Optional Redemption. The City may elect on August 1, 2011, and on any
day thereafter to prepay Bonds due on or after February 1, 2012. 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.
1.06. Mandatory Redemptiooi, ,The Term Bonds are subject to mandatory
redemption on February 1 of the following years in the following amounts:
Year Amount
2018 $470,000
2019 (maturity) 495,000
2020 $525,000
2021 (maturity) 550,000
2022 $580,000
2023 615,000
2024 (maturity) 650,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Reqistered 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 August 1, 2001, 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. Reqistration. The City will appoint a bond registrar, transfer agent,
authenticating agent and paying agent (Registrar). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) 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
th.e 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 such 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 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 an appropriate
bond or indemnity in form, substance and amount satisfactory to the Registrar, 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) not more than 60 and not less than 30 days prior to the date
fixed for redemption 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
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 moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under
the direction of the City Manager and executed on behalf of the City by the signatures of
the Mayor and the City Manager, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of
whose signature appears on the Bonds) 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 Finance 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. 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 TAX INCREMENT BOND, SERIES 2001A
Rate
Maturitv
Oriainallssue
CUSIP
April 1 ,2001
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 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 August 1, 2001, 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.
The City may elect on August 1, 2011, and on any day thereafter to prrpay Bonds
due on or after February 1, 2012. Redemption may be in whole or in part andl 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 TruJt Company
(DTC) of the particular amount of such maturity to be prepaid. DTC will dete1rmine by lot
the amount of each participant's interest in such maturity to be redeeme~ and each
participant will then select by lot the beneficial ownership interests in such m~turity to be
redeemed. Prepayments will be at a price of par plus accrued interest. I
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The Term Bonds are subject to mandatory redemption on Februa'ry 1 of the
following years in the following amounts:
Year Amount
2018 $470,000
2019 (maturity) 495,000
2020 $525,000
2021 (maturity) 550,000
2022 $580,000
2023 615,000
2024 (maturity) 650,000
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All
prepayments will be at a price of par plus accrued interest. I
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This Bond is one of an issue in the aggregate principal amount of $8,350,000 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 aid in
financing the public redevelopment costs of a project (Project) in a Tax Increment
Financing District (District) in 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, Sections 469.174 to 469.179, the Minnesota Tax Increment
Financing Act, and Minnesota Statutes, Sections 469.001 through 469.047 and the
principal hereof and interest hereon are payable primarily from tax increments resulting
from increases in assessed valuation of real property in the Project in the District, as set
forth in the Resolution to which reference is made for a full statement of rights and powers
thereby conferred. The full faith and credit of the City are irrevocably pledged for
payment of this Bond and the City Council has obligated itself to levy ad valorem taxes on
all taxable property in the City in the event of any deficiency in tax increments pledged,
which taxes may be levied without limitation as to rate or amount. The Bonds of this
series are issued only as fully registered Bonds in denominations of $5,000 or any
integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein,
this Bond is transferable upon the books of the City at the principal office of the Bond
Registrar, by the registered owner hereof in person or by the owner's attorney duly
authorized in writing, upon surrender hereof together with a written instrument of transfer
satisfactory to the Bond Registrar, duly executed by the registered owner or the owner's
attorney; and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds
to be issued in the name of the transferee or registered owner, of the same aggregate
principal amount, bearing interest at the same rate and maturing on the same date,
subject to reimbursement for any tax, fee or governmental charge required to be paid with
respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the City nor
the Bond Registrar will be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the home rule charter of the City and the
Constitution and laws of the State of Minnesota to be done, to exist, to happen and to be
performed preliminary to and in the issuance of this Bond in order to make it a valid and
binding general obligation of the City in accordance with its terms, have been done, do
exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional,
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 hereof 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 I facsimile or
manual signatures of the Mayor and City Manager and has caused this Bondi to be dated
as of the date set forth below.
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CITY OF RICHFIELD, MINNEESOTA
Dated:
(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 (!)f this Bond,
will be construed as though they were written out in full according to applic~ble laws or
regulations:
TEN COM -- as tenants
UNIF GIFT MIN ACT
Custodian
in common
(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.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for
registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice:
The assignor's signature to this assignment must correspond with
the name as it appears upon the face of the within Bond in every
particular, without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of
the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange
Medallion Program ("SEMP"), the New York 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 f 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 Bon? has been
registered on the books of the Registrar in the name of the person last noted melow.
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SignatJr of
Date of Reqistration Registered Owner Officer of Registrar
Cede & Co.
FederallD ~13-2555119
3.02. The City Clerk is directed to obtain a copy of the proposed apl,oving legal
opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, whi~h is to be
complete except as to dating thereof and to cause the opinion to be phnted on or
accompany each Bond.
Section 4. Payment; Security;' Pledqes and Covenants.
4.01. The proceeds of the Bonds are to be used by the City and the Housing and
Redevelopment Authority (HRA) to construct improvements (Project) in the Interchange
West and Lyndale Gateway Tax Increment District (TIF District) identified in the Tax
Increment Financing Plan (TIF Plan) for the TIF District, all as part of Project Plan for the
Richfield Redevelopment Project Area. As required by the Act the City and the HRA have
entered into a Tax Increment Pledge Agreement (Pledge Agreement) of even date
herewith under which tax increments from the TIF District received by the HRA have, by
the Pledge Agreement, been pledged to the payment of the principal of and interest on
the Bonds.
4.02. The Bonds are payable from the General Obligation Tax Increment Bonds,
Series 2001A Debt Service Fund (Debt Service Fund) hereby created, and all tax
increments (Tax Increments) from the Tax Increment Financing District (District) in which
the project financed by the Bonds is located received by the City pursuant to the Tax
Increment Agreement are 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 Tax Increments when received. 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, and (iii)
the accrued interest paid by the Purchaser upon closing and delivery of the Bonds.
4.03. It is determined that the estimated collection of Tax Increments for payment
of principal and interest on the Bonds pursuant to the Pledge Agreement 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.
4.04. The City Manager is directed to file a certified copy of this Resolution with
the Taxpayer Services Division Manager of Hennepin County and obtain the certificate
required by Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcript.
5.01. The officers of the City are authorized and directed to prepare and furnish to
the 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, affida'Jits 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.
5.02. The Mayor, City Manager and Finance Manager are authorized nd directed
to certify that they have examined the Official Statement prepared and ~irculated in
connection with the issuance and sale of the Bonds and that to the gest 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 Statetent.
5.03. The City authorizes the Purchaser to forward the amount of Bord proceeds
allocable to the payment of issuance expenses (other than amounts payablel to Kennedy
& Graven, Chartered as Bond Counsel) to Resource Bank & Trus~ Company,
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Minneapolis, Minnesota on the closing date for further distribution as directed by the City's
financial adviser, Ehlers & Associates, Inc.
Section 6. Tax Covenant.
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6.01. The City covenants and agrees with the holders from time tol 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
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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, a~d that it will
take or cause its officers, employees or agents to take, all affirmative actibn within its
power that may be necessary to ensure that such interest will not becom~ subject to
taxation under the Code and applicable Treasury Regulations, as presently ekisting or as
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hereafter amended and made applicable to the Bonds. I
6.02. The City will comply with requirements necessary under t~e 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 requirementJ relating to
temporary periods for investments, limitations on amounts invested at a yield ~reater than
the yield on the Bonds. I
6.03. The City further covenants not to use the proceeds of the Bond~ 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 throug~ 150 of the
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Code. !
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6.04. The City will use its best efforts to comply with any federal, procedural
requirements which may apply in order to effectuate the designations m~de by this
section.
Section 7. Book-Entry System; Limited Obligation of City.
7.01. 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.
7.02. 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.
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 tQ 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.
7.03. Representation Letter. The City has heretofore executed and delivered to
DTC a Blanket Issuer Letter of Representations (Representation Letter) which shall
govern payment of principal of, premiulll, if any, and interest on the Bonds and notices
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with respect to the Bonds. Any Paying Agent or Bond Registrar subsequently appointed
by the City with respect to the Bonds will agree to take all action nece~sary for all
representations of the City in the Representation letter with respect to the Bohd Registrar
and Paying Agent, respectively, to be complied with at all times. I
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7.04. Transfers Outside Book-Entry System. In the event the City, by ~esolution of
the City Council, determines that it is in the best interests of the persons havi~g beneficial
interests in the Bonds that they be able to obtain Bond certificates, the Ci~y 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 c~rtificates as
requested by DTC and any other registered owners in accordance with the ~rovisions of
this Resolution. DTC may determine to discontinue providing its services wi~h respect to
the Bonds at any time by giving notice to the City and discharging its respon~ibilities with
respect thereto under applicable law. In such event, if no successor securitief. depository
is appointed, the City will issue and the Bond Registrar will authenticate Bondi certificates
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in accordance with this resolution and the provisions hereof will apply to the transfer,
exchange and method of payment thereof. I
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7.05. Payments to Cede & Co. Notwithstanding any other prov~sion of this
Resolution to the contrary, so long as a Bond is registered in the name of Cectle & 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, respebtively in the
manner provided in DTC's Operational Arrangements, as set forth in the Rebresentation
Letter. I
Section 8. Continuinq Disclosure. I
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8.01. The City hereby covenants and agrees that it will comply with alnd carry out
all of the provisions of the Continuing Disclosure Certificate. Notwithstandirlg any other
provision of this Resolution, failure of the City to comply with the Continuin~ 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 tolcomPIY with
its obligations under this section. I
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8.02. "Continuing Disclosure Certificate" means that certain Continuinb 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 I 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: