15-11085r Extract of Minutes of Meeting
of the City Council of the City of
Richfield, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Richfield, Minnesota, was duly held in the City Hall in said City on Tuesday, May 12, 2015, commencing
at 7:00 P.M.
The following members were present:
Mayor Debbie Goettel, Councilmembers Pat Elliott, Edwina Garcia, Michael Howard, and Tom
Fitzhenry
and the following were absent:
None
The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Street Reconstruction Bonds,
Series 2015A, to be issued in the aggregate principal amount of$9,100,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached.
After due consideration of the proposals, Member Tom Fitzhenry then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
461013v2 JAB RC145-683
RESOLUTION NO. 11085
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION STREET RECONSTRUCTION BONDS,
SERIES 2015A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $9,100,000; 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, Hennepin County, Minnesota
(the "City") as follows:
Section 1. Sale of Bonds.
1.01. Authority.
(a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically
Section 475.58, subdivision 3b (the "Act"), the City is authorized to finance all or a portion of the
cost of street reconstruction projects by the issuance of general obligation bonds of the City
payable from ad valorem taxes.
(b) On September 23, 2014, following a duly noticed public hearing, the City Council
of the City adopted a five-year street reconstruction plan (the "Plan") describing the streets to be
reconstructed, estimated costs, and any planned reconstruction of other streets in the City and
approved the issuance of obligations by vote of all of the members thereof, all pursuant to the Act.
(c) Expenditures described in the Plan for 2015 include, among other projects, the
reconstruction of 69"' Street, the reconstruction of Portland Avenue, and various mill and overlay
projects (collectively, the "Street Reconstruction"). The City estimates that the total cost of the
Street Reconstruction for 2015 is $9,100,000, including capitalized interest, costs of issuance, and
bond discount.
(d) The City Council has determined that, within thirty (30) days after the hearing, no
petition for a referendum on the issuance of bonds to pay costs of the Street Reconstruction was
received by the City in accordance with the Act.
(e) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Street Reconstruction Bonds,
Series 2015A (the `Bonds"), in the original aggregate principal amount of$9,100,000,pursuant to
the Act, to provide financing for the Street Reconstruction.
(f) 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 municipal 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 Piper Jaffray& Co., Minneapolis,
Minnesota(the "Purchaser"), to purchase the Bonds is hereby found and determined to be a reasonable offer and
461013v2 JAB RC145-683 2
is hereby accepted, the proposal being to purchase the Bonds at a price of $9,337,313.28 (par amount of
$9,100,000.00, plus original issue premium of $282,502.10, less original issue discount $3,976.00, less
underwriter's discount of$41,212.82),plus accrued interest to date of delivery,if any, for Bonds bearing interest
as follows:
Year Interest Rate Year Interest Rate
2016 3.000% 2027 2.500%
2017 2.000 2028 2.500
2018 2.000 2029 2.750
2019 2.500 2030 2.750
2020 2.500 2031 2.875
2021 3.000 2032 3.000
2022 3.000 2033 3.000
2023 3.500 2034 3.000
2024 3.500 2035 3.250
2025 2.500 2036 3.250
2026 2.500
True interest cost: 2.6195566%
1.03. Purchase Contract. The sum of$319,213.28, being the amount proposed by the Purchaser in
excess of $9,018,100.00, shall be credited to Debt Service Fund hereinafter created or deposited in the
Construction Fund hereinafter created, as determined by the Finance Manager of the City in consultation with the
City's municipal 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 $9,100,000, originally dated June 4,2015, 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
2016 $240,000 2027 $460,000
2017 355,000 2028 475,000
2018 365,000 2029 485,000
2019 365,000 2030 500,000
2020 370,000 2031 515,000
2021 390,000 2032 520,000
2022 400,000 2033 540,000
2023 410,000 2034 560,000
2024 425,000 2035 575,000
2025 440,000 2036 260,000
2026 450,000
1.05. Optional Redemption. The City may elect on February 1,2024, and on any day thereafter to
prepay Bonds due on or after February 1,2025. Redemption may be in whole or in part and if in part, at the
461013v2 JAB RC145-683 3
option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such
maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon
and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the
Registrar described herein.
2.02. Dates, Interest Payment Dates. Each Bond will be dated as of the last interest payment date
preceding the date of authentication to which interest on the Bond has been paid or made available for payment,
unless (i) the date of authentication is an interest payment date to which interest has been paid or made available
for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of
authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of
original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing
February 1,2016, to the registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month,whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and
paying agent(the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar
with respect thereto are as follows:
(a) Rem. 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.
461013v2 JAB RC145-683 4
(f) Persons Deemed Owners. The City and the Registrar may treat the person in whose
name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is
overdue or not, for the purpose of receiving payment of, or on account of,the principal of and interest on
the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof
for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,number,maturity date and
tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost,
and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the
Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen
or lost Bond has already matured or been called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption
notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice if required by
law. Failure to give notice by publication or by mail to any registered owner, or any defect therein,will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date,provided that the funds for the redemption
are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints 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 the City Council, the Finance Manager must transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. Execution,Authentication and Delivery. The Bonds will be prepared under the direction of the
City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager,provided
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
461013v2 JAB RC145-683 5
Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate
of authentication on the Bond has been duly executed by the manual signature of an authorized representative of
the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and
delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City
Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the
purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more
typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto with such changes
as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and
delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form set
forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which
is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment Security,Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Street
Reconstruction Bonds, Series 2015A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt
Service Fund shall be administered and maintained by the Finance Manager as a bookkeeping account separate
and apart from all other funds maintained in the official financial records of the City. The Finance Manager shall
timely deposit in the Debt Service Fund the ad valorem taxes levied herein (the "Taxes"), which Taxes are
pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i)capitalized interest
financed from the proceeds of the Bonds, if any; and (ii) amounts over the minimum purchase price paid by the
Purchaser,to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Street Reconstruction
Bonds, Series 2015A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, together with the Taxes and any other funds appropriated for the
Street Reconstruction collected during the construction of the Street Reconstruction, will be deposited in the
Construction Fund to be used solely to defray expenses of the Street Reconstruction and the payment of principal
and interest on the Bonds prior to the completion and payment of all costs of the Street Reconstruction. When the
Street Reconstruction is completed and the cost thereof paid, the Construction Fund is to be closed and any funds
remaining may be deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest on
the Bonds, as the same respectively become due,the full faith, credit and taxing powers of the City will be and are
hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and
interest then due on the Bonds and any other bonds payable therefrom,the deficiency will be promptly paid out of
461013v2 JAB RC145-683 6
monies in the general fund of the City which are available for such purpose, and such general fund may be
reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds,
there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City,
which will be spread upon the tax rolls and collected with and as part of other general taxes of the City.
The Taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts
as attached hereto as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Taxes will produce at least five percent in excess of
the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein
provided is irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual
tax levies the Finance Manager may certify to the Taxpayer Services Division Manager of Hennepin
County, Minnesota (the "Taxpayer Services Division Manager") the amount available in the Debt Service
Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division
Manager will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Registration of Resolution. The City Manager is authorized and directed to file a certified copy
of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section
475.63 of the 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, will be deemed representations of the City as to the facts
stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the 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.
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 K1einBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers &Associates, Inc.
461013v2 JAB RC145-683 7
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 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 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 2015 will not exceed$10,000,000; and
(d) not more than$10,000,000 of obligations issued by the City during calendar year 2015
have been designated for purposes of Section 265(b)(3)of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Ent System,Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed
fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the
ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede &
Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns
("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration
books kept by the Registrar in the name of Cede&Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no
461013v2 JAB RC145-683 8
responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
which DTC holds Bonds as securities depository(the"Participants") or to any other person on behalf of which a
Participant holds an interest in the Bonds,including but not limited to any responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest
in the Bonds, (ii) the delivery to any Participant or any other person(other than a registered owner of Bonds, as
shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any
notice of redemption, or(iii) the payment to any Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the
Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,premium, if
any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the
registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of,premium,if any, or interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the
registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co."will refer to such new nominee of
DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the
Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer
Letter of Representations (the"Representation Letter") which will govern payment of principal of, premium, if
any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar
subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all
representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
respectively,to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City,by resolution of the City Council,
determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to
obtain Bond certificates,the City will notify DTC,whereupon DTC will notify the Participants, of the availability
through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as
requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC
may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor
securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of
payment thereof.
7.05. Payments to Cede& Co. Notwithstanding any other provision of this resolution to the contrary,
so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to
principal of,premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and
given,respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation
Letter.
461013v2 JAB RC145-683 9
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.
461013v2 JAB RC145-683 10
The motion for the adoption of the foregoing resolution was duly seconded by Member Michael
Howard, and upon vote being taken thereon, the following voted in favor thereof:
Mayor Debbie Goettel, Councilmembers Pat Elliott, Edwina Garcia, Michael Howard, and Tom
Fitzhenry
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
461013v2 JAB RC145-683 11
Passed and adopted this 12th day of May, 2015.
//
Debbie Goettel,Mayor
Attest:
C
(a„a4».)sc_
Elizabeth VanHoose, City Clerk
461013v1 JAE RC145-683 12
EXHIBIT A
PROPOSALS
461013v2 JAB RC145-683 A-1
# E-H-LIE-RI'S
BID TABULATION LEADERS IN PILIBLIC FINANCE
$9,435,000*General Obligation Street Reconstruction Bonds,Series 2015A
City of Richfield,Minnesota
SALE: May 12,2015
AWARD: PIPER JAFFRAY&CO.
Rating: Standard&Poor's Credit Markets"AA+" 13131:3.74%
NET TRUE
MATU-RHY REOFFERING INTEREST INTEREST
-NAME OF BIDDER ............... FebruarylRATE YIELD PRICE COST RATE
PIPER JATFRAY&CID $19.684.644.75 S2,850,047.54 2.61250,.
Mimieapoh ,Minnesota 2016 3,000% 0.500%
2017 2.000% 0.6501'/0
2018 2.000% 0.950%
2019 2.500% 1.150%
2020 2.500% 1.40090
2021 3.000% 1.600%
2022 3.000% 1.750%
2023 3.500% 1.8501l0
2024 3.500% 1.950%
2025 2.500% 2.050%
2026 2.500% 2.150%
2027 2.500% 2.300%
2028 2.500% 2.450%
2029 2.750% 2.550%
2030 2.750% 2.650%
2031 2.875% 2.800%
2032 3.000% 2.900%
2033 3.000% 2.950%
2034 3.000% 3.1D50%
2035 3.250% 3.10090
2036 3.250% 3.25090
Subsequent to bid opening the issue size was decreased to$9,101J.000.
Adjusted Price-$9,337.313.29 Actiusted Net Interest Cost-$2.787,291.92 Adjusted TIC-2.6195%
In 111111)11�"I ........... i�"- if if ,�'d I
461013v2 JAB RC145-683 A-2
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL S9,492,821 59 8'2.90L746.49 2.682600
MARKETS
Memphis.Tenuessee 2016 2.0000,'6
2017 2.0009/0
2018 2.000%
2019 2.000%
2020 2.0009.10
2021 2.000%
2022 2.0001,10
2023 2.0000/,6
2024 3.0OW'.
2025 2.100%
%
2026 2.4009.0
2027 2.500%
2028 2.600%
2029 2,7509,0
2030 3.000%
2031 2.8509,0
2032 2.9000/'6
2033 2.950',0
2034 3.000%
2035 3.300%
2036 3.350%
WELLS FARGO BANK.NATIONAL S9.605,420 75 $191o.601.44 2.6847%
ASSOCIATION
Cllflllotte.North c"I'll'olilla 2016 3.000%
2017 2.000%
2018 2.0009.0
2019 2.500%
2020 2.500%
2021 3.0000/'6
2022 3.0OW'.
2023 3.500%
2024 3.500%
2025 2.500%
2026 2.500%
2027 2.5009.0
2028 2.500%
2029 2.750%
2030 2.7500/'6
2031 3.0OW'.
2032 3.000%
2033 3.000%
2034 3.0009.0
2035 3.000%
2036 3.2509,0
abulation May 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 General Obligation Street Reconstruction Bonds, Series 2015A Page 2
461013v2 JAB RC145-683 A-3
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs,r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
RAYMOND JAIVIES&- S9,655,740 30 8'2.950M0.33 2.708600
ASS OCL-VIES,IN(-.
St Petersbur�,Floc ida 2016 3.0000,'6
2017 3.0009/0
2018 3.000%
2019 3.000%
2020 3.0009.0
2021 3.000%
2022 3.0009,'6
2023 3.0000/'6
2024 3.0005'0
2025 2.250%
2026 2.37540
2027 2.500%
2028 2.600%
2029 2,7509,0
2030 2.850%
2031 3.0009,�
2032 3.'100°i0
2033 3.2OW'.
2034 3.250%
2035 3.300%
2036 3.35010
STFR-NE,AGEE&LEACH.INC. $9,71 4,472.90 $2.980.965.33 2.73154,0
New York.New York 2016 3.00016
2017 3.000%
2018 3.000%
2019 3.0009.0
2020 3.00010
2021 3.000%
2022 3.0000/'6
2023 3.0OW'.
2024 3.000%
2025 3.000%
2026 3.00010
2027 3.000%
2028 3.0009.0
2029 3.00010
2030 3.000%
2031 3.0000/'6
2032 3.0OW'.
2033 3.000%
2034 3.125%
2035 3.2509.0
2036 3.250%
abulation ay 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 General Obligation Street Reconstruction Bonds, Series 2015A Page 3
461013v2 JAE RC145-683 A-4
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs'r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
STIFEL.NICOLAUS&COMPANY. S9,608,754 70 8'2.995.931.65 2.743000
INCORPORATED
Denver,Colorado 2016 2.0000,'6
2017 2.0009/0
2018 2.0006/0
2019 2.000%
2020 2.0009.0
2021 2.0006,0
2022 2.000,'0
2023 2.2500/'6
2024 2.500"'0
2025 2.500%
2026 2.5009.0
2027 3.0006,0
2028 3.000%
2029 3.0009,0
2030 3.000%
2031 3.0009,0
2032 3.2500/'6
2033 3.25W'.
2034 3.250%
2035 3.500%
2036 3.500%
BAIRD S9.885,215 10 $3.110.857.71 2.8124%
Milwaukee,'Wisconsin 2016 3.0009,6
2017 2.0000,'0
2018 2.000%
2019 2.5009.0
2020 2.500%
2021 3.000%
2022 3.0000/'6
2023 3.5OW'.
2024 3.5000110
2025 4.000%
2026 4.000%
2027 4.000%
2028 3.0009.0
2029 3.000610
2030 3.000%
2031 3.0000/'6
2032 3.250',0
2033 3.5000110
2034 3.500%
2035 3.5009.0
2036 3.500%
abulation May 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 Genefal Obligation Street Reconstruction Bonds, Sefies 2015A Page 4
461013v2 JAE RC145-683 A-5
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs'r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
NORTHLAND SECURITIES.INC. $9,454,573 75 8'3.063A28.19 2.836800
Minneapolis,Minnesota 2016 2.000'6
2017 2.000%
2018 2.0009/0
2019 2.000%
2020 2.000%
2021 2.0009.10
2022 2.000%
2023 2.0001,10
2024 2.0000/,6
2025 2.5OW'.
2026 2.500%
2027 3.0009.0
2028 3.000%
2029 3.000%
2030 3.0009,0
2031 3.000%
2032 3.100"/0
9,'0
2033 3.1500/'6
2034 3.2OW'.
2035 3.300%
2036 3.350%
Bid Tabulation May 12,2015
City ofRiclifielcl. Minnesota
$9,435,000 Genefal Obligation Street Reconstruction Bonds, Series 2015A Page 5
461013v2 JAE RC145-683 A-6
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STREET RECONSTRUCTION BOND
SERIES 2015A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 June 4, 2015
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, 2016, 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, 2024, and on any day thereafter to prepay Bonds due on or after
February 1, 2025. Redemption may be in whole or in part and if in part, at the option of the City and in
such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the
City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of$9,100,000 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 May 12, 2015 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in making certain street
reconstruction improvements, pursuant to and in full conformity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as
amended, specifically, Section 475.58, subdivision 3b. The principal hereof and interest hereon are
payable from ad valorem taxes, as set forth in the Resolution to which reference is made for a full
461013v2 JAB RC145-683 B-1
statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably
pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which additional
taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of$5,000 or any integral multiple thereof of single maturities.
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.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be
issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing
interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of
this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: June 4, 2015
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
461013v2 JAB RC145-683 B-2
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:
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.
461013v2 JAB RC145-683 B-3
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, STEMP, SEMP or MSP, all in accordance with
the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books of the
Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Re isg tray
Cede & Co.
Federal ID 913-2555119
461013v2 JAB RC145-683 B-4
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2016 $634,154.07
2017 637,199.07
2018 629,534.07
2019 625,202.82
2020 636,490.32
2021 634,705.32
2022 632,605.32
2023 633,287.82
2024 633,419.07
2025 632,369.07
2026 631,056.57
2027 634,731.57
2028 632,762.82
2029 634,508.45
2030 635,820.95
2031 625,524.38
2032 630,144.38
2033 634,134.38
2034 632,244.38
2035 281,872.50
*Year tax levy collected.
461013v2 JAB RC145-683 C-1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF RICHFIELD )
I, being the duly qualified and acting City Clerk of the City of Richfield, Hennepin County,
Minnesota(the "City"), do hereby certify that I have carefully compared the attached and foregoing extract
of minutes of a regular meeting of the City Council of the City held on May 12, 2015 with the original
minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they
relate to the issuance and sale of the City's General Obligation Street Reconstruction Bonds, Series 2015A,
in the original aggregate principal amount of$9,100,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 27th day
of May, 2015.
Elizabeth VanHoose
City Clerk
City of Richfield, Minnesota
(SEAL)
461013v2 JAB RC145-683
Extract of Minutes of Meeting
of the City Council of the City of
Richfield, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Richfield, Minnesota, was duly held in the City Hall in said City on Tuesday, May 12, 2015, commencing
at 7:00 P.M.
The following members were present:
Mayor Debbie Goettel, Councilmembers Pat Elliott, Edwina Garcia, Michael Howard, and Tom
Fitzhenry
and the following were absent:
None
The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Street Reconstruction Bonds,
Series 2015A, to be issued in the aggregate principal amount of$9,100,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached.
After due consideration of the proposals, Member Tom Fitzhenry then introduced the following
written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
461013v2 JAB RC145-683
RESOLUTION NO. 11085
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION STREET RECONSTRUCTION BONDS,
SERIES 2015A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $9,100,000; 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, Hennepin County, Minnesota
(the "City") as follows:
Section 1. Sale of Bonds.
1.01. Authority.
(a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically
Section 475.58, subdivision 3b (the "Act"), the City is authorized to finance all or a portion of the
cost of street reconstruction projects by the issuance of general obligation bonds of the City
payable from ad valorem taxes.
(b) On September 23, 2014, following a duly noticed public hearing, the City Council
of the City adopted a five-year street reconstruction plan (the "Plan") describing the streets to be
reconstructed, estimated costs, and any planned reconstruction of other streets in the City and
approved the issuance of obligations by vote of all of the members thereof, all pursuant to the Act.
(c) Expenditures described in the Plan for 2015 include, among other projects, the
reconstruction of 69"' Street, the reconstruction of Portland Avenue, and various mill and overlay
projects (collectively, the "Street Reconstruction"). The City estimates that the total cost of the
Street Reconstruction for 2015 is $9,100,000, including capitalized interest, costs of issuance, and
bond discount.
(d) The City Council has determined that, within thirty (30) days after the hearing, no
petition for a referendum on the issuance of bonds to pay costs of the Street Reconstruction was
received by the City in accordance with the Act.
(e) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Street Reconstruction Bonds,
Series 2015A (the `Bonds"), in the original aggregate principal amount of$9,100,000,pursuant to
the Act, to provide financing for the Street Reconstruction.
(f) 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 municipal 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 Piper Jaffray& Co., Minneapolis,
Minnesota(the "Purchaser"), to purchase the Bonds is hereby found and determined to be a reasonable offer and
461013v2 JAB RC145-683 2
is hereby accepted, the proposal being to purchase the Bonds at a price of $9,337,313.28 (par amount of
$9,100,000.00, plus original issue premium of $282,502.10, less original issue discount $3,976.00, less
underwriter's discount of$41,212.82),plus accrued interest to date of delivery,if any, for Bonds bearing interest
as follows:
Year Interest Rate Year Interest Rate
2016 3.000% 2027 2.500%
2017 2.000 2028 2.500
2018 2.000 2029 2.750
2019 2.500 2030 2.750
2020 2.500 2031 2.875
2021 3.000 2032 3.000
2022 3.000 2033 3.000
2023 3.500 2034 3.000
2024 3.500 2035 3.250
2025 2.500 2036 3.250
2026 2.500
True interest cost: 2.6195566%
1.03. Purchase Contract. The sum of$319,213.28, being the amount proposed by the Purchaser in
excess of $9,018,100.00, shall be credited to Debt Service Fund hereinafter created or deposited in the
Construction Fund hereinafter created, as determined by the Finance Manager of the City in consultation with the
City's municipal 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 $9,100,000, originally dated June 4,2015, 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
2016 $240,000 2027 $460,000
2017 355,000 2028 475,000
2018 365,000 2029 485,000
2019 365,000 2030 500,000
2020 370,000 2031 515,000
2021 390,000 2032 520,000
2022 400,000 2033 540,000
2023 410,000 2034 560,000
2024 425,000 2035 575,000
2025 440,000 2036 260,000
2026 450,000
1.05. Optional Redemption. The City may elect on February 1,2024, and on any day thereafter to
prepay Bonds due on or after February 1,2025. Redemption may be in whole or in part and if in part, at the
461013v2 JAB RC145-683 3
option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such
maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon
and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the
Registrar described herein.
2.02. Dates, Interest Payment Dates. Each Bond will be dated as of the last interest payment date
preceding the date of authentication to which interest on the Bond has been paid or made available for payment,
unless (i) the date of authentication is an interest payment date to which interest has been paid or made available
for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the date of
authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of
original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing
February 1,2016, to the registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month,whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and
paying agent(the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar
with respect thereto are as follows:
(a) Rem. 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.
461013v2 JAB RC145-683 4
(f) Persons Deemed Owners. The City and the Registrar may treat the person in whose
name a Bond is registered in the bond register as the absolute owner of the Bond, whether the Bond is
overdue or not, for the purpose of receiving payment of, or on account of,the principal of and interest on
the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof
for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount,number,maturity date and
tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and
charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost,
and of the ownership thereof, and upon furnishing to the Registrar an appropriate bond or indemnity in
form, substance and amount satisfactory to it and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the
Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen
or lost Bond has already matured or been called for redemption in accordance with its terms it is not
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the redemption
notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice if required by
law. Failure to give notice by publication or by mail to any registered owner, or any defect therein,will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date,provided that the funds for the redemption
are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints 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 the City Council, the Finance Manager must transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. Execution,Authentication and Delivery. The Bonds will be prepared under the direction of the
City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager,provided
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
461013v2 JAB RC145-683 5
Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate
of authentication on the Bond has been duly executed by the manual signature of an authorized representative of
the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and
delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the City
Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the
purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more
typewritten temporary Bonds in substantially the form set forth in EXHIBIT B attached hereto with such changes
as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and
delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form set
forth in EXHIBIT B.
3.02. Approving Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which
is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment Security,Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Street
Reconstruction Bonds, Series 2015A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt
Service Fund shall be administered and maintained by the Finance Manager as a bookkeeping account separate
and apart from all other funds maintained in the official financial records of the City. The Finance Manager shall
timely deposit in the Debt Service Fund the ad valorem taxes levied herein (the "Taxes"), which Taxes are
pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i)capitalized interest
financed from the proceeds of the Bonds, if any; and (ii) amounts over the minimum purchase price paid by the
Purchaser,to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Street Reconstruction
Bonds, Series 2015A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, together with the Taxes and any other funds appropriated for the
Street Reconstruction collected during the construction of the Street Reconstruction, will be deposited in the
Construction Fund to be used solely to defray expenses of the Street Reconstruction and the payment of principal
and interest on the Bonds prior to the completion and payment of all costs of the Street Reconstruction. When the
Street Reconstruction is completed and the cost thereof paid, the Construction Fund is to be closed and any funds
remaining may be deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest on
the Bonds, as the same respectively become due,the full faith, credit and taxing powers of the City will be and are
hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and
interest then due on the Bonds and any other bonds payable therefrom,the deficiency will be promptly paid out of
461013v2 JAB RC145-683 6
monies in the general fund of the City which are available for such purpose, and such general fund may be
reimbursed with or without interest from the Debt Service Fund when a sufficient balance is available therein.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds,
there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City,
which will be spread upon the tax rolls and collected with and as part of other general taxes of the City.
The Taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts
as attached hereto as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Taxes will produce at least five percent in excess of
the amount needed to meet when due the principal and interest payments on the Bonds. The tax levy herein
provided is irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual
tax levies the Finance Manager may certify to the Taxpayer Services Division Manager of Hennepin
County, Minnesota (the "Taxpayer Services Division Manager") the amount available in the Debt Service
Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division
Manager will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Registration of Resolution. The City Manager is authorized and directed to file a certified copy
of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section
475.63 of the 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, will be deemed representations of the City as to the facts
stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the 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.
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 K1einBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers &Associates, Inc.
461013v2 JAB RC145-683 7
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 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 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 2015 will not exceed$10,000,000; and
(d) not more than$10,000,000 of obligations issued by the City during calendar year 2015
have been designated for purposes of Section 265(b)(3)of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Ent System,Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed
fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the
ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede &
Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns
("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration
books kept by the Registrar in the name of Cede&Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no
461013v2 JAB RC145-683 8
responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
which DTC holds Bonds as securities depository(the"Participants") or to any other person on behalf of which a
Participant holds an interest in the Bonds,including but not limited to any responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest
in the Bonds, (ii) the delivery to any Participant or any other person(other than a registered owner of Bonds, as
shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any
notice of redemption, or(iii) the payment to any Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the
Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of,premium, if
any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the
registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of,premium,if any, or interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the
registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co."will refer to such new nominee of
DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the
Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer
Letter of Representations (the"Representation Letter") which will govern payment of principal of, premium, if
any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar
subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all
representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
respectively,to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City,by resolution of the City Council,
determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to
obtain Bond certificates,the City will notify DTC,whereupon DTC will notify the Participants, of the availability
through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as
requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC
may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor
securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of
payment thereof.
7.05. Payments to Cede& Co. Notwithstanding any other provision of this resolution to the contrary,
so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to
principal of,premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and
given,respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation
Letter.
461013v2 JAB RC145-683 9
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.
461013v2 JAB RC145-683 10
The motion for the adoption of the foregoing resolution was duly seconded by Member Michael
Howard, and upon vote being taken thereon, the following voted in favor thereof:
Mayor Debbie Goettel, Councilmembers Pat Elliott, Edwina Garcia, Michael Howard, and Tom
Fitzhenry
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
461013v2 JAB RC145-683 11
Passed and adopted this 12th day of May, 2015.
//
Debbie Goettel,Mayor
Attest:
C
(a„a4».)sc_
Elizabeth VanHoose, City Clerk
461013v1 JAE RC145-683 12
EXHIBIT A
PROPOSALS
461013v2 JAB RC145-683 A-1
# E-H-LIE-RI'S
BID TABULATION LEADERS IN PILIBLIC FINANCE
$9,435,000*General Obligation Street Reconstruction Bonds,Series 2015A
City of Richfield,Minnesota
SALE: May 12,2015
AWARD: PIPER JAFFRAY&CO.
Rating: Standard&Poor's Credit Markets"AA+" 13131:3.74%
NET TRUE
MATU-RHY REOFFERING INTEREST INTEREST
-NAME OF BIDDER ............... FebruarylRATE YIELD PRICE COST RATE
PIPER JATFRAY&CID $19.684.644.75 S2,850,047.54 2.61250,.
Mimieapoh ,Minnesota 2016 3,000% 0.500%
2017 2.000% 0.6501'/0
2018 2.000% 0.950%
2019 2.500% 1.150%
2020 2.500% 1.40090
2021 3.000% 1.600%
2022 3.000% 1.750%
2023 3.500% 1.8501l0
2024 3.500% 1.950%
2025 2.500% 2.050%
2026 2.500% 2.150%
2027 2.500% 2.300%
2028 2.500% 2.450%
2029 2.750% 2.550%
2030 2.750% 2.650%
2031 2.875% 2.800%
2032 3.000% 2.900%
2033 3.000% 2.950%
2034 3.000% 3.1D50%
2035 3.250% 3.10090
2036 3.250% 3.25090
Subsequent to bid opening the issue size was decreased to$9,101J.000.
Adjusted Price-$9,337.313.29 Actiusted Net Interest Cost-$2.787,291.92 Adjusted TIC-2.6195%
In 111111)11�"I ........... i�"- if if ,�'d I
461013v2 JAB RC145-683 A-2
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INTEREST
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
FTN FINANCIAL CAPITAL S9,492,821 59 8'2.90L746.49 2.682600
MARKETS
Memphis.Tenuessee 2016 2.0000,'6
2017 2.0009/0
2018 2.000%
2019 2.000%
2020 2.0009.10
2021 2.000%
2022 2.0001,10
2023 2.0000/,6
2024 3.0OW'.
2025 2.100%
%
2026 2.4009.0
2027 2.500%
2028 2.600%
2029 2,7509,0
2030 3.000%
2031 2.8509,0
2032 2.9000/'6
2033 2.950',0
2034 3.000%
2035 3.300%
2036 3.350%
WELLS FARGO BANK.NATIONAL S9.605,420 75 $191o.601.44 2.6847%
ASSOCIATION
Cllflllotte.North c"I'll'olilla 2016 3.000%
2017 2.000%
2018 2.0009.0
2019 2.500%
2020 2.500%
2021 3.0000/'6
2022 3.0OW'.
2023 3.500%
2024 3.500%
2025 2.500%
2026 2.500%
2027 2.5009.0
2028 2.500%
2029 2.750%
2030 2.7500/'6
2031 3.0OW'.
2032 3.000%
2033 3.000%
2034 3.0009.0
2035 3.000%
2036 3.2509,0
abulation May 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 General Obligation Street Reconstruction Bonds, Series 2015A Page 2
461013v2 JAB RC145-683 A-3
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs,r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
RAYMOND JAIVIES&- S9,655,740 30 8'2.950M0.33 2.708600
ASS OCL-VIES,IN(-.
St Petersbur�,Floc ida 2016 3.0000,'6
2017 3.0009/0
2018 3.000%
2019 3.000%
2020 3.0009.0
2021 3.000%
2022 3.0009,'6
2023 3.0000/'6
2024 3.0005'0
2025 2.250%
2026 2.37540
2027 2.500%
2028 2.600%
2029 2,7509,0
2030 2.850%
2031 3.0009,�
2032 3.'100°i0
2033 3.2OW'.
2034 3.250%
2035 3.300%
2036 3.35010
STFR-NE,AGEE&LEACH.INC. $9,71 4,472.90 $2.980.965.33 2.73154,0
New York.New York 2016 3.00016
2017 3.000%
2018 3.000%
2019 3.0009.0
2020 3.00010
2021 3.000%
2022 3.0000/'6
2023 3.0OW'.
2024 3.000%
2025 3.000%
2026 3.00010
2027 3.000%
2028 3.0009.0
2029 3.00010
2030 3.000%
2031 3.0000/'6
2032 3.0OW'.
2033 3.000%
2034 3.125%
2035 3.2509.0
2036 3.250%
abulation ay 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 General Obligation Street Reconstruction Bonds, Series 2015A Page 3
461013v2 JAE RC145-683 A-4
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs'r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
STIFEL.NICOLAUS&COMPANY. S9,608,754 70 8'2.995.931.65 2.743000
INCORPORATED
Denver,Colorado 2016 2.0000,'6
2017 2.0009/0
2018 2.0006/0
2019 2.000%
2020 2.0009.0
2021 2.0006,0
2022 2.000,'0
2023 2.2500/'6
2024 2.500"'0
2025 2.500%
2026 2.5009.0
2027 3.0006,0
2028 3.000%
2029 3.0009,0
2030 3.000%
2031 3.0009,0
2032 3.2500/'6
2033 3.25W'.
2034 3.250%
2035 3.500%
2036 3.500%
BAIRD S9.885,215 10 $3.110.857.71 2.8124%
Milwaukee,'Wisconsin 2016 3.0009,6
2017 2.0000,'0
2018 2.000%
2019 2.5009.0
2020 2.500%
2021 3.000%
2022 3.0000/'6
2023 3.5OW'.
2024 3.5000110
2025 4.000%
2026 4.000%
2027 4.000%
2028 3.0009.0
2029 3.000610
2030 3.000%
2031 3.0000/'6
2032 3.250',0
2033 3.5000110
2034 3.500%
2035 3.5009.0
2036 3.500%
abulation May 12,2015
Bid T, M,
City ofRiclifielcl. Minnesota
$9,435,000 Genefal Obligation Street Reconstruction Bonds, Sefies 2015A Page 4
461013v2 JAE RC145-683 A-5
NET TRUE
.VLA,TL RITY REOFFERING INTEREST' INIEREs'r
NAME OF BIDDER (February 1) RATE YIELD PRICE COST RATE
NORTHLAND SECURITIES.INC. $9,454,573 75 8'3.063A28.19 2.836800
Minneapolis,Minnesota 2016 2.000'6
2017 2.000%
2018 2.0009/0
2019 2.000%
2020 2.000%
2021 2.0009.10
2022 2.000%
2023 2.0001,10
2024 2.0000/,6
2025 2.5OW'.
2026 2.500%
2027 3.0009.0
2028 3.000%
2029 3.000%
2030 3.0009,0
2031 3.000%
2032 3.100"/0
9,'0
2033 3.1500/'6
2034 3.2OW'.
2035 3.300%
2036 3.350%
Bid Tabulation May 12,2015
City ofRiclifielcl. Minnesota
$9,435,000 Genefal Obligation Street Reconstruction Bonds, Series 2015A Page 5
461013v2 JAE RC145-683 A-6
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STREET RECONSTRUCTION BOND
SERIES 2015A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 June 4, 2015
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, 2016, 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, 2024, and on any day thereafter to prepay Bonds due on or after
February 1, 2025. Redemption may be in whole or in part and if in part, at the option of the City and in
such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the
City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of$9,100,000 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 May 12, 2015 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in making certain street
reconstruction improvements, pursuant to and in full conformity with the home rule charter of the City and
the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as
amended, specifically, Section 475.58, subdivision 3b. The principal hereof and interest hereon are
payable from ad valorem taxes, as set forth in the Resolution to which reference is made for a full
461013v2 JAB RC145-683 B-1
statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably
pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which additional
taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as
fully registered Bonds in denominations of$5,000 or any integral multiple thereof of single maturities.
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.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be
issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing
interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of
this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: June 4, 2015
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
461013v2 JAB RC145-683 B-2
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:
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.
461013v2 JAB RC145-683 B-3
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, STEMP, SEMP or MSP, all in accordance with
the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books of the
Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Re isg tray
Cede & Co.
Federal ID 913-2555119
461013v2 JAB RC145-683 B-4
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2016 $634,154.07
2017 637,199.07
2018 629,534.07
2019 625,202.82
2020 636,490.32
2021 634,705.32
2022 632,605.32
2023 633,287.82
2024 633,419.07
2025 632,369.07
2026 631,056.57
2027 634,731.57
2028 632,762.82
2029 634,508.45
2030 635,820.95
2031 625,524.38
2032 630,144.38
2033 634,134.38
2034 632,244.38
2035 281,872.50
*Year tax levy collected.
461013v2 JAB RC145-683 C-1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF RICHFIELD )
I, being the duly qualified and acting City Clerk of the City of Richfield, Hennepin County,
Minnesota(the "City"), do hereby certify that I have carefully compared the attached and foregoing extract
of minutes of a regular meeting of the City Council of the City held on May 12, 2015 with the original
minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they
relate to the issuance and sale of the City's General Obligation Street Reconstruction Bonds, Series 2015A,
in the original aggregate principal amount of$9,100,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 27th day
of May, 2015.
Elizabeth VanHoose
City Clerk
City of Richfield, Minnesota
(SEAL)
461013v2 JAB RC145-683