12-17-08 agendaCITY OF RICHFIELD, MINNESOTA
SPECIAL CITY COUNCIL MEETING
WEDNESDAY, DECEMBER 17, 2008
RICHFIELD CITY HALL
COUNCIL CHAMBERS
6700 PORTLAND AVENUE
6:00 P.M.
.AGENDA
Call to order
Roll call
1. Consideration of resolution awarding the sale of $4,550,000 General Obligation
Capital Improvement Bonds, Series 2009A
Staff Report No. 320
Notes:
Adjournment
Auxiliary aids for individuals with disabilities are available upon request. Requests must
be made at least 96 hours in advance to the City Clerk at 612-861-9738.
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AGENDA ITEM # ],
REPORT # 320
C~
STAFF REPORT
CITY COUNCIL MEETING
DECEMBER 17, 2008
C7
REPORT PREPARED BY:
DEPARTMENT DIIZECTOR REVIEW:
REVIEWED BY CITY MANAGER:
CHRIS REGIS, FINANCE MANAGER
ITEM FOR COUNCIL CONSIDERATION:
Consideration of the attached resolution awarding the sale of $4,550,000 General Obligation
G.O. Ca ital Im rovement Bonds, Series 2009A.
I. RECOMMENDED ACTION:
By Motion: Approval of the attached resolution awarding the sale of
$4,550,000 General Obligation Capital Improvement Bonds, Series
2009A, Fixing their form and specifications; Directing their execution
and delivery; and providing their payment.
•
II. BACKGROUND
• On October 28, 2008, the City Council adopted a resolution providing for the
sale of General Obligation Capital Improvement Bonds, Series 2009A, to
provide funding for the construction of a new Police/Fire/City Hall Facility.
• Bids on the G.O. Capital Improvement Bonds are due in the offices of Ehlers
& Associates, Inc. on December 17, 2008. A representative from Ehlers &
Associates, Inc. will be at the City Council meeting to recommend the
successful bidder and review attached documents, and provide information
that is absent from the resolution and available only after the bidding on the
certificates has closed.
• Following Ehlers & Associates, Inc. recommendation it would be appropriate
for the City Council to award the bond sale to the qualified buyer and
undertake other related actions as necessary as delineated in the approving
resolution. The closing on the bonds is scheduled for January 14, 2009.
• In order to issue bank-qualified bonds, which generally provide more
favorable interest rates, the sale of the 2008 series of bonds and 2009 series
1217bonds2009
/ NAME, Ti7zE
of bonds must be separated by 15 days. By separating the sales by 15 days,
• both series of bonds will be treated as separate bond issues for tax
purposes. Therefore, the 2008 series sale was brought before Council for
approval on December 1, 2008 and the 2009 series, in order to comply with
the legal timing requirements, is being brought before Council for approval on
December 17, 2008.
III. BASIS OF RECOMMENDATION
1~. hOLICY
• The City Council approved the call for sale of G.O. Capital
Improvement Bonds, Series 2009A at the October 28; 2008 City
Council meeting.
• The new Police/Fire/City Hall Facility is included in the City's 2008
Capital Improvement Budget and 2009-2012 Capital Improvement
Plan.
At the June 24, 2008, the City Council approved the five-year Capital
Improvement Budget and Plan prepared in compliance with Minnesota
Statutes 475.521.
Preliminary approval was also granted to issue capital improvement
bonds for the new Police/Fire/City Hall Facility at the June 24, 2008
City Council meeting.
B. CRITICAL ISSUES
• The issuance of the G.O. Capital Improvement Bonds is an important
piece of the financing of the new Police/Fire/City Hall Facility.
• In order to meet the legal timing requirements for the sale and
issuance of the 2009A G.O. Capital Improvement Bonds a special City
Council meeting is necessary for December 17, 2008 at 6:00 p.m.
C. FINANCIAL
• The estimated total cost of the new Police/Fire/City Hall is estimated
to be $22,250,000.
• Funding for the project will be a combination of internal sources and
the issuance of the capital improvement bonds. Sources and uses of
the project are as follows:
Sources
Bond Proceeds $13,650,000
PERA Pension Refund 7,600,000
Cash on Hand 1,000,000
Total $22,250,000
Uses
Construction Costs $21,650,000
Site Acquisition 600,000
Total $22,250,000
• The total par amount of the bonds to be issued is $14,030,000. The
Series 2008A Bonds which are being considered for award of sale on
December 1, 2008 have a par value of $9,480,000, while the 2009A
Bonds which will be considered for award of sale on December 17,
2008 have a par value of $4,550,000.
• Net proceeds to be used for the project, after underwriter's discount,
costs of issuance, and capitalized interest will total $13,650,000 for
both issues.
• The estimated annual tax levy for both bond issues, has been
structured to start at a lower amount in year one and then increase in
years two and three, and then level off to an average of $1,199,654 in
years four through twenty.
• Accordingly, the estimated annual increases in taxes due to the
issuance of these bonds for a residential property valued at $250,000
will be approximately $45.66 in year one, an additional $24.78 in year
two, and an additional $17.26 in year three for a total increase after
year three of $87.70.
D. LEGAL
• Legal Counsel has been involved in the bond sale transactions as
bond counsel to the City.
• The sale of the two series of bonds, 2008 and 2009, must be
separated by a minimum of 15 days in order for the two bonds to be
considered legally separate issues for tax purposes.
E. ENVIRONMENTAL CONSIDERATIONS
• N/A
IV. ALTERNATIVE RECOMMENDATION~S~
• None.
V. ATTACHMENTS
• Resolution.
VI. PRINCIPAL PARTIES EXPECTED AT MEETING
• Rebecca Kurtz, Ehlers & Associates, Inc.
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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 special meeting of the City Council of the City of
Richfield, Minnesota, was duly held in the City Hall in said City on Wednesday, December 17, 2008,
commencing at 6:00 P.M.
The following members were present:
and the following were absent:
~*:x *:~* ***
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 Capital Improvement Plan Bonds,
• Series 2009A, in the aggregate principal amount of $4,550,000.
The City Manager presented a tabulation of the proposals that have been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals are as set forth in Exhibit A attached.
After due consideration of the proposals, Member then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent, and moved
its adoption:
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RESOLUTION NO.
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL IMPROVEMENT. PLAN BONDS,
SERIES 2009A, IN THE AGGREGATE PRINCIPAL AMOUNT
OF $4,550,000; FLjII11~TG 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. Back.rg_ound.
1.01. Statutory Authorization. The City is authorized by Minnesota Statutes, section 475.521
(the "Act"), to finance certain capital improvements under an approved capital improvement plan by the
issuance of general obligation bonds of the City payable from ad valorem taxes. Capital improvements
include acqui:;ition or betterment of public lands, buildings or other improvements for the purpose of a
city hall, libr~uy, public safety facility and public works facilities (excluding ..light rail transit or any
activity related to it, or a park, road, bridge, administrative building other than a city hall, or land for any
of those activities).
1.02. Capital Improvement Plan Authorizing_ Issuance of Bonds. On June 24, 2008, the City
held a public hearing with respect to a five-year capital improvement plan (the "Plan") and the issuance of °~'
bonds, in the maximum principal amount of $22,000,000, to finance planned capital improvements, all in
accordance with the Act. The Plan authorizes issuance of bonds to pay the cost of construction of a new
Police/Fire/City Hall Facility (the "Project").
1.03. No Petition for a Referendum Received. The City Council has determined that, within 30
days after the hearing, no petition for a referendum on issuance of bonds pursuant to the Plan was
received by the City in accordance with the Act.
1.04. Estimated Total Cost of Capital Improvement. The City estimates that the total cost of
the Project is at least $22,000,000, including capitalized interest, costs of issuance, and bond discount.
The proceeds of the Bonds (hereinafter defined) in the amount of $4,550,000 will be expended as follows:
Project Description & Designation
Deposit to Project Construction Fund
Deposit to Capitalized Interest Fund
Costs of Issuance
Underwriter's Compensation
Total
$4,431,198
31,927
30,000
56,875
$4 55
1.05. Determinations of the Ci , in Compliance with the Act. As required by the Act, the City
has determined that:
•
(i) the expected useful life of the Project will be at least five years; and
Total Cost
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(ii) the amount of principal and. interest due in any year on all outstanding bonds
• issued by the City under the Act, including the Bonds, will not exceed 0.16 percent of the taxable
market value of property in the City for taxes payable in 2009.
1.06. Issuance of the Bonds. It is necessary and expedient to the sound financial management
of the affairs of the City to issue its General Obligation Capital Improvement Plan Bonds, Series 2009A
(the "Bonds"), in the aggregate principal amount of $4,550,000, pursuant to the Act to provide financing
for the Project.
Section 2. Sale of Bonds.
2.01. Award to the Purchaser and Interest Rates. The proposal of
(the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof is hereby
found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the
Bonds at a price of $ (par amount of $4,550,000.00, [plus original issue premium of
$ ,] [less original issue discount of $ ,] less underwmiter's discount of
$ ), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year _ Interest Rate
Year
Intel°est Rate
2011 2021
2012 .2022
2013 2023
2014 2024
2015 2025
2016 2026
2017 2027
2018 2028
2019 2029
2020
True interest cost:
2.02. Purchase Contract. The sum of $ ,being the amount proposed by the Purchaser
in excess of $ ,shall be credited to the Debt Service Fund hereinafter created or deposited in the
Construction Fund hereinafter created, as determined by the City Finance Manager in consultation with
the City's financial advisor. The City Finance Manager is directed to retain the good faith check of the
Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the
unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
2.03. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the Bonds
pursuant to the Act to the Purchaser in the total principal amount of $4,550,000. The Bonds will be
originally dated as of January 14, 2009 in the denomination of $5,000 each or a~iy 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:
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Year Amount Year Amount
.
2011 2021
2012 2022
2013 2023
2014 2024
2015 2025
2016 2026
2017 2027
2018 2028
2019 2029
2020
2.04. Optional Redemption. The City may elect on February 1, 2019, and on any day
thereafter to prepay Bonds due on or after February 1, 2020. Redemption may be in whole or in part and
if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of
a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such mahRrity to be redeemed and each participant will then select 'oy lot the
beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus
accrued interest.
[2.05. Term Bonds. To be completed if Term Bonds are requested by the Purchaser.]
. Section 3. Registration and Payment.
3.01. 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.
3.02. Dates; InterestDates; Interest Patent DatesDates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case
the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing August 1, 2009, to the registered owners of record
thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or
not that day is a business day.
3.03. Re_g_istration. 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) Re ig ster. 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 of .Bonds entitled to be registered or transferred.
(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
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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 principal amount and
maturity, as requested by the transferor. The Registrar- may, however, close the books for
registration of any transfer after the fifteenth day of the month preceding each interest payment
date and until that interest payment date.
(c) Exchanae of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer 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 unauthori~.zed.
(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
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 of Bonds, sufficient to reimburse the Registrar for any tax, fee or other
governmental charge required to be paid with respect to the transfer.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or last, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost; and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it
and. as provided by law, in which both the City and the Registrar must be named as obligees. The
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) Reder:7ption. 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 Eby mail to any
registered owner, or any defect therein, will not affect the validity of the proceedings for the
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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.
3.04. Appointment of Initial Re ig strar. The City appoints Wells Fargo Bank, N.A.,
Minneapolis, Minnesota, as the initial Registrar.. The Mayor and the City Manager are authorized to
execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of
the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized
by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The
City agrees to pay the reasonable .and customary charges of the Registrar for the services performed. The
City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its
possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or
before each principal or interest due date, without further order of this Council, the City Finance Manager
must transmit to the Registrar monies sufficient for the payment of all principal and interest then due.
3.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction
of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City
Manager, provided that those signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to
be such officer before the delivery of a Bond, that signature or facsimile will. nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery.
Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any
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 °x~
• 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.
3.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds in substantially the form set forth in Section 3. Upon the execution
and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 4. Form of Bond.
4.01. Execution of the Bonds. The Bond will be printed or typewritten in substantially the
following form:
(The remainder of this page is intentic+nally left blank.)
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No. R-
[Form of Bond]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD.
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
SERIES 2009A
U
;~
Interest
Rate
Maturity
February 1, 20_
Registered Owner: Cede & Co.
Date of
Original Issue
January 14, 2009
CUSIP
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, payable February 1 and August 1 in each year,
commencing August 1, 2009, 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, N.A., Minneapolis, Minnesota, as
Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor
under the Resolution described herein. For the prompt .and full payment of such principal and interest as
the same respectively become due, the full faith and credit and taxing powers of the City have been and
are hereby irrevocably pledged.
The City may elect on February 1, 2019, and on any day thereafter to prepay Bonds due on or
after February 1, 2020. Redemption may be in whole or in part and if in part, at the option of the City and
in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption,
the City will notify Depository Trust Company ("DTC") of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
The City Council has designated the issue of this Bond as a "qualified tax-exempt obligation"
within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code")
relating to disallowance of interest expense for financial institutions and within the $10 million limit
allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $4,550,000 all of like original
issue date and tenor, except. as to number, maturity date, redemption privilege, and interest rate, all issued
pursuant to resolutions adopted by the City Council on June 24, 2008, and December 17, 2008
(the "Resolutions"), for the purpose of providing money to defray the expenses incurred and to be
incurred in making certain capital improvements, pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, section 475.521, and ~~the principal
hereof and interest hereon are payable from ad valorem taxes as set forth in the Resolutions to which
7
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reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of
the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to
levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes
pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are
issued only as fully registered. Bonds in the denominations of $5,000 or any integral multiple thereof of
single maturities.
As provided in the Resolutions and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the. registered owner
or the owner's attorney. Upon such transfer the City will cause a new Bond to be issued in the name of
the transferee or registered .owner, of the same 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.
The City and the Registrar may deem and treat the person in whose name this Bond is registered
as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving payment
and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the
contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance
• of this Bond in order to make it a valid and binding general obligation of the City in accordance with its
terms, have been done, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory,
or charter limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolutions until the Certificate of Authentication hereon has been executed by the Registrar by
manual signature of one of its authorized representatives.
' IN WITNESS WHEREOF, the City of Richfield, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: January 14, 2009
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
~.q
• CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolutions mentioned within.
WELLS FARGO BANK, N.A.
By.
The following abbreviations, when used in the inscription on the face of this Bond, will be construed
as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common UNIF GIFT MIN ACT
_ Custodian
(Gust) (Minor)
TE'~l ENT -- as tenants by entireties under TJniform 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.
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ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers .unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond on the
books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with. the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Meda~.llion 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
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PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
Federal ID #13-2555119
Signature of
Officer of Re ig strar
[End ofform of Bond]
4.02. Approving Le ag 1 Opinion. The City Manager is directed to obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be
complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.
Section 5. Payment; Security; Pledges and Covenants.
5.01. Debt Service Fund. The Bonds are payable from the General Obligation Capital
Improvement :Plan Bonds, Series 2009A Debt Service Fund (the "Debt Service Fund") hereby created, and
the proceeds of the ad valorem taxes (the "Taxes") hereinafter levied are hereby pledged to the Debt Service
Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in
the Debt Service Fund to pay the same, the City Finance Manager will pay such principal or interest from the
• ~~; general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of
the Taxes levied by this resolution, when collected. There is appropriated to the Debt Service Fund
(i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over the minimum purchase price
paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with
Section 2.02, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if
any.
5.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
paragraph 5.01, together with any other funds appropriated for the Project and Taxes collected during the
construction of the Project will be deposited in a separate construction fund (the "Construction Fund") to be
used solely to defray expenses of the Project and the payment of principal and interest on the Bonds prior to
the completion and payment of all costs of the Project. Any balance remaining in the Construction Fund after
completion of the Project may be used to pay the cost in whole or in part of any other capital improvement
instituted under the Act upon action by the City Council. When the Project is completed and the cost thereof
paid, the Construction Fund is to be closed and subsequent collections of Taxes for the Project are. to be
deposited in the Debt Service Fund.
5.02. Pledge of Taxes. 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, to be spread
upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to
the Debt Service Fund and will be in the years and amounts as shown in Exhibit B.
5.03. Certification to Taxpayer Services Division Manager as to :Debt Service Fund Amount. It
is determined that the estimated collection of the foregoing Taxes will produce at least five percent in excess
• of the amount needed to meet when due, the principal and interest- payments on the Bonds. The tax levy
herein provided will be irrepealable until all of the Bonds are paid, provided. that at the time the City makes
its annual tax levies the City Finance Manager may certify to the Taxpayer Services Division Manager of
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Hennepin County 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.
5.04. Certificate of Taxpayer Services Division Manager as to Registration. The City Manager is
authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division
Manager and to obtain the certificate required by Minnesota Statutes, Section 475.63.
Section 6. Authentication of Transcript.
6.01. 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,
maybe deemed representations of the City as to the facts stated therein.
6.02.. Certification as to Official Statement. The Mayor, City Manager, and City Finance
Manager are authorized and directed to certify that they have examined the Official Statement prepared
and circulated in connection with the issuance and sale of the Bonds and that to the .best of their
knowledge and belief the .Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
• 6.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy
& Graven, Chartered as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing
date for further distribution as directed by the City's financial advisor,, Ehlers & Associates, Inc.
Section 7. Tax Covenant.
7.01. 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.
7.02. No Rebate Required. The City will comply with requirements necessary under the Code
to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103
of the Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
investment earnings to the United States.
7.03. 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
a "private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code.
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7.04. Qualified Tax-Exempt Obli atg_ions. In order to qualify the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than any
private activity bonds that are not. qualified 501(c)(3) bonds) which will be issued by the City
(and all subordinate entities of the City) during calendar year 2009 will not exceed $10,000,000;
and
(d) .not more than $10,000,000 of obligations issued by the City during calendar year
2009 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. 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 8. Book-Entry System; Limited Obligation of City.
8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.03 hereof. Upon initial
issuance, the ownership of each Bond will be registered in ~e 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.
8.02. Participants. With respect to Bonds registered in the. registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent
will have no responsibility or obligation to any broker dealers, banks and other financial institutions from
time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other
person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any
responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any
Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any
other person (other than a registered owner of Bonds, as shown by the registration books kept by the
Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the
payment to any Participant or any other person, other than a registered owner of Bonds, of any amount
with respect to principal of, premium, if any, or interest on .the Bonds. The City, the Registrar and the
Paying Agent may treat and consider the person in whose name each Bond is registered in the registration
books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of
principal, premium and interest with respect to such Bond, for the purpose of registering transfers with
respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if
any, and interest on the Bonds only to or on the order of the respective registered owners; as shown in the
registration books kept by tree 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.,"
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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.
8.03. 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.
8.04. Transfers Outside Book-Entry stem. 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 anti method
of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
respect to principal of, premium; if any, and interest on the Bond and notices with respect to the Bond will
be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth
in the Representation Letter.
Section 9. Continuing Disclosure.
9.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the
Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds;
however, any Bondholder may take such actions as may be necessary and appropriate, including seeking
mandate or specific performance by court order, to cause the City to comply with its obligations under this
section.
9.02. Execution of Continuing~Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the
date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to
time in accordance with the terms thereof.
Section 10. 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 never'iheless 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.
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Passed and adopted this 17th day of December, 2008.
CITY OF RICHFIELD, MINNESOTA
Mayor
City Manager
Attest:
City Clerk
•
•
ti,
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The motion for the adoption of the foregoing resolution was duly seconded by Member
, and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
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STATE OF MINNESOTA )
COUNTY OF HENNIPIN ) SS.
CITY OF RICHFIELD )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Richfield,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a special meeting of the City Council of the City held on December 17, 2008, 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 Capital Improvement Plan
Bonds, Series 2009A, in the aggregate principal amount of $4,550,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this day
of December, 2008.
r~
LJ
City Clerk
Richfield, Minnesota
(SEAL)
•
~ ~Ig
STATE OF MINNESOTA
COUNTY OF HENNEPIN
•
CERTIFICATE OF TAXPAYER
SERVICES DNISION MANAGER AS
TO TAX LEVY AND REGISTRATION
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota, hereby
certify that a resolution adopted by the City Council of the City of Richfield, Minnesota (the "City"), on
December 17, 2008, levying taxes for the payment of the City's General Obligation Capital Improvement
Plan Bonds, Series 2009A, in the aggregate principal amount of $4,550,000, dated as of January 14, 2009,
has been filed in my office and said obligations have been registered on the register of obligations in my
office and that such tax has been levied as required by law.
WITNESS My hand and official seal this day of December, :7008.
(SEAL)
Taxpayer Services Division Manager
Hennepin County, Minnesota
Deputy
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EXHIBIT A
Proposals
•
•
A-1 .'
~a~
EXHIBIT B
Tax Levy Schedule
Year*
•
2009
2010
2011
2012
2013
2014
2015
2016
2017
201E
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
* Year tax levy collected.
RC145-600 (JAE)
342007v1
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Tax Levy
B-1