08-10172rRESOLUTION NO. 10172
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS,
SERIES 2008A, IN THE AGGREGATE PRINCIPAL AMOUNT
OF $9,480,000; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY; AND
PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (the "City"), as
follows:
Section 1. 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 acquisition or betterment of public lands, buildings or other improvements for the purpose of a
city hall, library, 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).
l .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 $9,480,000 will be expended as follows:
Project Description & Designation
Deposit to Project Construction Fund
Costs of Issuance
Underwriter's Compensation
Deposit to Debt Service Fund (Capitalized Interest)
Total
Includes par amount of $9,480, 000, plus net original issue premium of $13,846.60.
$9,286,802.15
50,086.00
96,958.45
60,000.00
$9 49~*
1.05. Determinations of the City 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
(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 2008.
1.06. Issuance of the Bonds. It is necessary and expedient to the sound financial management
ofi the affairs of the City to issue its General Obligation Capital Improvement Plan Bonds, Series 2008A
(the "Bonds''), in the aggregate principal amount of $9,480,000, pursuant to the Act to provide financing
for the Project.
Section 2. Sale of Bonds.
2.01. Award to the Purchaser and [nterest Rates. The proposal of Stifel, Nicolaus & Co., Inc.,
Minneapolis, Minnesota (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 $9,396,888.15 (par amount of $9,480,000.00, plus
original issue premium of $34,643.10, less original issue discount of $20,796.50, less underwriter's
discount of $96,958.45), plus accrued interest to date of delivery, if any, for Bonds bearing interest as
follows:
Year
Interest Rate
Year Interest Rate
2011 3.500% 2020 4.300%
2012 3.500 2021 4.400
2013 3.500 2022 4.500
2014 3.500 2023 4.600
2015 3.750 2024 4.700
2016 4.000 2025 4.700
2017 4.000 2027* 4.750
2018 4.100 2028 4.750
2019 4.200 2029 4.800
* Term Bonds
True interest cost: 4.5955428%
2.02. Purchase Contract. The sum of $35,388.15, being the amount proposed by the Purchaser
in excess of $9,361,500.00, 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 $9,480,000. The Bonds will be
originally dated as of December 23, 2008, 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
2011 $ 180,000 2020 $ 485,000
2012 355,000 2021 505,000
2013 365,000 2022 .530,000
2014 380,000 2023 555,000
2015 395,000 2024 585,000
2016 410,000 2025 615,000
2017 430,000 2027* 1,325,000
2018 440,000 2028 715,000
2019 460,000 2029 750,000
''` TBT^Y19 BOI?Gi~S
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 tnahu-ity 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.
2.05. Mandatory Redemption. The Bonds maturing on February 1, 2027, shall hereinafter be
referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory
sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial
redemptions of the Term Boilds credited against future mandatory sinking fund redemptions of such Term
Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory. sinking fund
redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years
and in the principal amounts as follows:
Bonds Maturing February 1, 2027
Year Amount
Year Amount
2026 $645,000
* Maturity
Section 3. Registration and Payment.
2027* $680,000
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; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (i) the date of authentication is an interest payment date to which interest has been
paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case
the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing August 1, 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. Registration. The City will appoint a bond registrar, tra-isfer agent, authenticating agent
and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Register. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers 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 for-n 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 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 ow»er 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
WClting.
(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 unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on the Bond and for all other purposes and payments so made to
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 lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond o-• 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. [f 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. hl 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.
3.04. Appointment of Initial Re isg~ tray. 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 signahn•e 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
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 typew--itten 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:
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
SERIES 2008A
Interest
Rate
Maturity
February 1, 20_
Registered Owner: Cede & Co.
Date of
Original Issue
December 23, 2008
The City of Richfield, Minnesota, a duly organized and existing municipal corporation in
I-lennepin 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 Bonds maturing on February 1, 2027, shall hereinafter be referred to collectively as the "Term
Bonds."' The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any
date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds
credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City
shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed
in part at par plus accrued interest on February 1 of the following years and in the principal amounts as
follows:
Bonds Maturing February 1, 2027
Year Amount
2026 $645,000
'~` Mczlurily
Year Amount
CUS1P
2027* $680,000
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 $9,480,000 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 1, 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
refierence is made for a full statement of rights and powers thereby conferred. The fttll 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 oti $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 offiice 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 charrer 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 benefiit 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: December 23, 2008
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
Tliis is one of the Bonds delivered pursuant to the Resolutions mentioned within.
WELLS FARGO BANK, N.A.
By
Its Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be construed
as though they were written out in fiill according to applicable laws or regulations:
'i'EN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Gust)
under Uniform
Act, State of
(Minor)
Gifts or Transfers to Minors
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond on the
books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICF,: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock EYChange Medallion Program ("SEMP"), the
New York Stock F,~change, 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 al( 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
boola of the Registrar in the name of the person last .noted below.
Signature of
Date of Re;;istration Registered Owner Officer oti Re~istrar•
Cede & Co.
Federal 1D #13-25551 19
[End of form of Bond]
4.02. Approving Legal Opinion. The City Manager is directed to obtain a copy of the proposed
approving legal OpmlOn 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; Pled„~res and Covenants.
5.01. Debt Service Fund. The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2008A 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 acc--ued 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 Section 5.01
hereof 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 Com~cil. 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.
5.0 3. Pled=,e 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 pal-t of other general taxes of the City. The tax will be credited to
the Debt Service Fuud and will be in the years and amounts as shown in Exhibit B.
5.04.. 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 cel-tify to the Taxpayer Services Division Manager of
Hennepin County the amount available in the Debt Service Frmd 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.
5.05. Certificate of Ta~~ayer 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 Proceedints 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 Inowledge or as shown by the books and records in their custody and under their control, relating to
the validity and marketability of the Bonds, and such instruments, including any heretofore furnished,
may be deemed representations of the City as to the facts stated therein.
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 representationof 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 hlternal Revenue
Code of 1986, as amended (the "Code"), and the Treasu-y 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 Treasu-y Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds.
7.02. 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 I50 of the Code.
7.03. Qualified Tax-Exempt Obli„;ations. [n 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
followi-1g factual statements and representations:
(a) the Bonds are not "private activity bonds'' as defined in Section 14 ] 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 2008 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2008 have been designated for purposes of Section 265(b)(3) of the Code.
7.04. 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-Entr~ystem- 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 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.
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 t--eat and consider the person in whose name each Bond is registered in the registration
boola 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 othe-- 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, wilt 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 D"i'C 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.
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 S sy tem. }n 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 ce--titicates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond_ cei-titicates. 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. hl such event, if no successor securities
depository is appointed, the City will issue and the Registrar will authenticate Bond Ce1't1flClteS itl
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
of payment thereof.
8.05. Pa~nents 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 Disclos~u-e.
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, inchiding seeking
mandate or specific peg-formance 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 fi•otn 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 frill
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 frill. [f 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.
Passed and adopted this 1st day of December, 2008.
Attest:
~~~~~Z~
Nancy Gibbs, i y Clerk
CITY OF RICHFIELD, MINNESOTA
December 15, 2008
Chris Regis
Finance Director
City Hall
6700 Portland Avenue S
Richfield, MN 55423
RE: City of Richfield, Minnesota
$9,480,000 General Obligation Capital Improvement Plan Bonds, Series 2008A
$515,000 General Obligation Capital Notes, Series 2008B
Enclosed for your files are completed copies of the resolutions which were adopted by the City Council on
December 1, 2008. Also enclosed are copies of the principal and interest payment schedules.
We have also forwarded copies of the resolutions to the Hennepin County Auditor for bond registration and
tax levy purposes.
Sincerely,
EHLERS & ASSOCIATES, INC.
Diana Lockard
Senior Analyst
Enclosures
EHLERS
LEADERS IN PUBLIC FINANCE
www,ehlers-inc,com
Minnesota phone 651-697-8500 3060 Centre Pointe Drive
Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122
•
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 Monday, December 1, 2008,
commencing at 7:00 P.M.
The following members were present:
Debbie Goettel, Suzanne Sandahl, Bill Kilian
and the following were absent:
Susan Rosenberg, Fred Wroge
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 2008A, in the aggregate principal amount of $9,480,000.
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 Goettel then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS,
SERIES 2008A, IN THE AGGREGATE PRINCIPAL AMOUNT
OF $9,480,000; FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY; AND
PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (the "City"), as
follows:
Section 1. Background.
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 acquisition or betterment of public lands, buildings or other improvements for the purpose of a
city hall, library, 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 $9,480,000 will be expended as follows:
Project Description & Designation
Deposit to Project Construction Fund
Costs of Issuance
Underwriter's Compensation
Deposit to Debt Service Fund (Capitalized Interest)
Total
* Includes par amount of $9, 480, 000, plus net original issue premium of $13,846.60.
Total Cost
$9,286,802.15
50,086.00
96,958.45
60,000.00
$ .49~*
2
1.05. Determinations of the City 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
(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 2008.
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 2008A
(the "Bonds"), in the aggregate principal amount of $9,480,000, 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 Stifel, Nicolaus & Co., Inc.,
Minneapolis, Minnesota (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 $9,396,888.15 (par amount of $9,480,000.00, plus
original issue premium of $34,643.10, less original issue discount of $20,796.50, less underwriter's
discount of $96,958.45), plus accrued interest to date of delivery, if any, for Bonds bearing interest as
follows:
Year Interest Rate Year Interest Rate
2011 3.500% 2020 4.300%
2012 3.500 2021 4.400
2013 3.500 2022 4.500
2014 3.500 2023 4.600
2015 3.750 2024 4.700
2016 4.000 2025 4.700
2017 4.000 2027* 4.750
2018 4.100 2028 4.750
2019 4.200 2029 4.800
* Term Bonds
True interest cost: 4.5955428%
2.02. Purchase Contract. The sum of $35,388.15, being the amount proposed by the Purchaser
in excess of $9,361,500.00, 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 $9,480,000. The Bonds will be
originally dated as of December 23, 2008, 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
2011 $ 180,000 2020 $ 485,000
2012 355,000 2021 505,000
2013 365,000 2022 530,000
2014 380,000 2023 555,000
2015 395,000 2024 585,000
2016 410,000 2025 615,000
2017 430,000 2027* 1,325,000
2018 440,000 2028 715,000
2019 460,000 2029 750,000
* Term Bonds
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 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.
2.05. Mandatory Redemption. The Bonds maturing on February 1, 2027, shall hereinafter be
referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory
sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial
redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term
Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund
redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years
and in the principal amounts as follows:
Bonds Maturing February 1, 2027
Year Amount Year Amount
2026 $645,000 2027* $680,000
* Maturity
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; 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
4
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. 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) 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
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) 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 will be promptly cancelled by the
Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on the Bond and for all other purposes and payments so made to
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 lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for a Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar of an appropriate bond or indemnity in form, substance and amount satisfactory to it
and as provided by law, in which both the City and the Registrar must be named as obligees. 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) 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.
3.04. Appointment of Initial Registrar. 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
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.
6
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:
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
SERIES 2008A
Interest
Rate
Maturity
February 1, 20_
Registered Owner: Cede & Co.
Date of
Original Issue
December 23, 2008
CUSIl'
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 maybe in whole or in part and if in part, at the option of the City and
in such manner as the City will detemune. 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 Bonds maturing on February 1, 2027, shall hereinafter be referred to collectively as the "Term
Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any
date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds
credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City
7
shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed
in part at par plus accrued interest on February 1 of the following years and in the principal amounts as
follows:
Year
Bonds Maturing February 1, 2027
Amount Year Amount
2026 $645,000 2027* $680,000
* Maturity
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 $9,480,000 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 1, 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
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: December 23, 2008
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTIIENTICATION
This is one of the Bonds delivered pursuant to the Resolutions mentioned within.
WELLS FARGO BANK, N.A.
By
Its Authorized Representative
The following abbreviations, when used in the inscription on the face of this Bond, will be construed
as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Gust)
under Uniform
Act, State of _
(Minor)
Gifts or Transfers to Minors
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond on the
books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a fmancial 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
10
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.
FederalID #13-2555119
Signature of
Officer of Re isg tray
[End of form 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; Securit~ges and Covenants.
5.01. Debt Service Fund. The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2008A 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 Section 5.01
hereof, together with any other funds appropriated for the Project and Taxes collected during the construction
of the Project will be deposited ui 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.
5.03. 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.
5.04. 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
11
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.
5.05. Certificate of Tax~ayer 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,
may be 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. 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.
7.03. Oualified 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:
12
(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 2008 will not exceed $10,000,000;
and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2008 have been designated for purposes of Section 265(b)(3) of the Code.
7.04. 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-Entr~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 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.
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 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.
13
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-Entr~ystem. 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.
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. Cit~pliance 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 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.
14
The motion for the adoption of the foregoing resolution was duly seconded by Member Sandahl,
and upon vote being taken thereon, the following voted in favor thereof:
Goettel, Sandahl, Kilian
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
16
•
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 1, 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 200$A, in the aggregate principal amount of $9,480,000.
WITNESS My hand officially as such City Cler.~C and the corporate seal of the City this o~ ~ day
of December, 2008.
City erk (,fl~.pw~~
Richfield, Minnesota
(SEAL)
B-1
BID TABULATION
s
$9,480,000 General Obligation Capital Improvement Plan Bonds, Series 2008A
CITY OF RICHFIELD, MINNESOTA
SALE: December 1, 2008
AWARD: STIFEL, NICOLAUS & CO., INC.
RATING: Moody's Investors Service, Inc. "Aa3" BBI: 5.39%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
STIFEL, NICOLAUS & CO., INC. 2011 3.500% 2.500% $9,396,888.15 $5,496,890.31 4.5955%
Minneapolis, Minnesota 2012 3.500% 2.750%
2013 3.500% 3.000%
2014 3.500% 3.250%
2015 3.750% 3.500%
2016 4.000% 3.750%
2017 4.000% 4.000%
2018 4.100% 4.100%
2019 4.200% 4.200%
2020 4.300% 4.300%
2021 4.400% 4.400%
2022 4.500% 4.500%
2023 4.600% 4.600%
2024 4.700% 4.700% "
2025 4.700% 4.750%
2026'` 4.750% 4.800%
2027* 4.750% 4.800%
2028 4.750% 4.800%
2029 4.800% 4.850%
FTN FINANCIAL CAPITAL MARKETS 2011 4.000% $9,361,500.00 $5,505,192.58 4.6261%
Memphis, Tennessee 2012 4.000%
2013 4.000%
2014 4.000%
2015 4.000%
2016 4.250%
2017 4.250%
2018 4.250%
2019 4.300%
2020 4.350%
2021 4.400%
2022 4.450%
2023 4.500%
2024 4.500%
2025 4.550%
2026 4.600%
2027 4.650%
2028 4.700%
2029 4.750%
"$1,325,000 Term Bond due 2027 with mandatory redemption in 2026.
~v~= FREERS
LEADERS IN PUBLIC FINANCE
www.ehlers-inc.com
Minnesota phone 651-697-8500 3060 Centre Pointe Drive
Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122
$9,480,000 General Obligation Capital Improvement Plan Bonds, Series 2008A
City of Richfield, Minnesota
' Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February i) YIELD COST RATE
BMO CAPITAL MARKETS GKST INC. 2011 3.500%
Chicago, Illinois 2012 3.500%
2013 3.500%
2014 3.750%
2015 4.000%
2016 4.250%
2017 4.500%
2018 4.500%
2019 4.500%
2020 4.600%
2021 4.600%
2022 4.600%
2023 4.600%
2024 4.600%
2025 4.700%
2026 4.700%
2027 4.750%
2028 4.800%
2029 4.800%
$9,361,500.00 $5,625,647.64 4.7243%
w
EXHIBIT B
Tax Levy Schedule
Tax Levy Calculation For:
City of Rich#ield, Minnesota
$9,480,000 General Obligation Capital Improvement Plan Bonds, Series 2008A
Dated Date: 12123/2008
Levy
Year Collect
Year Pay
Year Total
P 8 I Funds
Available (1) P 8 I
x 105% Net
Levy Tax
Levy
2008 / 20D9 ! 2010 455,850.96 60,000.00 415;643 .51 415.643 .5'( 415,70D
2009: 2010 t 2011 592,327.50 621;943. 88 621.943 .88 622,OOD
2010 201'i : 2012 761.027.50 799;078. 88 799,078 .88 799,100
2011. 2012 : 2013 758,602.50 796,532. 63 796.532 .63 796,60D
2012 ? 2013 2D14 760,827.50 798,868. 88 798.868 .88 798,900
2D13 ? 2014 ' 2015 762.527.5D 800.f>53. 88 80G,653 .88 800,700
2014 ! 2015 20'16 762,715.00 800;850. 75 800,850 .75 800,900
2015 :~ 2016 ~ 2017 7r,6,315A0 804,630. 75 804.630 .75 804,700
2016 i 2017 2018 759,115.00 797,070. 75 797,070 .75 797,100
2017 t 2018 ! 20'19 761.075.00 799;128. 75 799,128 .75 799,200
2018 1 2019 .' 202D 766,755.00 805,092. 75 805,092 .75 805,10D
2019 ! 2020 r 2021 7x,5,900.00 804,195. 00 804;195 .00 804,200
2020 2021 / 2022 768,680.00 807;114. 00 807,114 .00 807,200
2021 2022 / 2023 769,830A0 808,32'1. 50 808,321 .50 808,400
2022 ! 2023 : 2024 774,300.OD 813,015. 00 813.015 .00 813,100
2023 t 2024 2025 776,805.00 815,G45. 25 815.645 .25 815,700
2024 1 2025 t 2026 777.900.00 816.795. 00 81G,795 .00 816,800
2025 ? 2026 ? 2027 782,262.50 821,375. 63 821.375 .63 821,400
2026 ? 2027 r 2028 784,962.50 $24,210. 63 824,210. 63 824,300
2027 ! 2028 2029 786,000.00 825,300. 00 825.300. 00 825.300
Totals 14;893,778.46 60,D00.00 15,575;467. 38 15,575,467. 38 15,576.400.00
(1) The following funds are available to pay a portion of the interest payment due 8i1?2009:
Capitalized Interest: 60;000.00
EHLERS
a associnri s Inc
RC145-593 (JAE)
341977v3
B-1