08-10173rRESOLUTION NO. 10173
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION CAPITAL NOTES, SERIES 2008B, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $515,000; 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. Sale of Notes.
1.01. Authorization. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475 and Sections 410.32
and 412.301 (collectively, the "Act"), to issue its general obligation capital notes on such terms
and in such manner as the City determines to finance the purchase of items of capital equipment
(the "Equipment''), subject to certain limitations contained in the Act;
(b) the City will purchase and acquire various items of Equipment, which items and
the estimated cost thereof, are listed on Exhibit B, attached hereto and made a part hereof;
(c) as required by the Act,
(i) the expected useful lifeof each item of Equipment is or will be at least as
long as the term of the Notes (hereinafter defined); and
(ii) the principal amou-1t of Notes to be issued in the year 2008 will not
exceed 0.25 percent of the market value of taxable property in the City for the year 2008;
(d) it is necessa-y and expedient to the sou-1d financial management of the affairs of
the City to issue its General Obligation Capital Notes, Series 2008B (the "Notes"), in the
aggregate principal a-nou-lt of $515,000, pursuant to the Act to provide financing for the
Equipment.
1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Jaffi-ay & Co.,
Minneapolis, Minnesota (the "Purchaser"), to purchase the Notes described in the Terms of Proposal
thereof is found and determined to be a reasonable offer and is accepted; the proposal being to purchase
the Notes at a price of $525,808.65 (pa-- amount of $515,000, plus original issue premi~nn of $12,096.15,
less underwriter's discount of $1,287.50), plus accrued interest to date of delivery, if any, for Notes
bearing interest as follows:
Year Interest Rate Year Interest Rate
2010 4.000% 2011 4.000%
True interest cost: 2.6552357%
1.03. Purchase Contract. The sum of $14,928.65, bein; the amount proposed by the Purchaser
in excess of $510,880, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Equipment Fund hereinafter created, as determined by the City Finance Manager in consultatio-1 with the
City's financial adviso--. The City Finance Manager is directed to retain the good faith check of the
Purchaser, pending completion of the sale oi~ the Notes, 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 o^ behalf of the City.
1.04. Terms and Principal Amounts of the Notes. The City will forthwith issue and sell the
Notes pursuant to the Act in the total principal amount of $515,000, originally dated December 23, 2008,
iii 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 Febr~~iary 1 without option of prior payment in the
years and amounts as follows:
Year Amount
Year Amount
2010 $255,000 2011 $260,000
Section 2. Registration and Pa ny gent.
2.01. Re<~istered Form. The Notes will be issued only in fully registered form. The interest
thereon and, upon surrender of each Note, the principal amount thereof, is payable by check or draft
issued by the Registrar described herein.
2.02. Dates Interest Payment Dates. Each Note will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Note has been paid or made available for
payment, unless (i) the date of authenticatiorr is an interest payment date to which interest has been paid
or made available for payment, in which case the Note 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 Note will be
dated as of the date of original issue. The interest on the Notes 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 tifteenth day of the immediately preceding month, whether or not that day is a business
day.
2.03. Registration. The City will appoint a note 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~istet°. The Registrar must I:eep at its principal corporate trust office a note
register in which the Registrar provides for the registration of ownership of Notes and the
registration of transfers and exchanges of Notes entitled to be registered, transferred or
exchanged.
(b) Transfer of Notes. Upon surrender for transfer of a Note duly endorsed by the
registe-red 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 oi° transferees, one or more new Notes of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
registration of any transfer after the tifteenth day of the month preceding each interest payment
date and untilthat interest payment date.
(c) Exchange of Notes. When Notes are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Notes of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
WPItll7g.
(d) Cancellation. Notes surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and. thereafter disposed of as directed by the City.
(e) Imprope-° or Unauthorized Transfer. When a Note is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Note until the Registrar is satisfied that the
endorsement on the Note 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 ~Paith, to make transfers which it, in its judgment, deems improper or unauthorized.
(t) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Note is registered in the note register as the absolute owner of the Note, whether
the Note is overdue or not, fo-° the purpose of receiving payment of, or on account of, the
principal of and .interest on the Note and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the
liability upon the Note to the extent of the sum or sums so paid.
(g) Taxes, Fees and Cha--~es. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Notes sufficient to rei-nburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transferor exchange.
(h) Mutilated Lost Stolen or Destroyed Notes. If a Note becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver_a new Note of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in
lieu of and in substitution for any Note 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
Note destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Note was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate note 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. Notes 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 Note has ah-eady matured or
been called for redemption in accordance with its terms it is not necessary to issue a new Note
prior to payment.
2.04. Auuointment 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 the resulting business, such corporation is authorized to act as successor Registrar. The
City agrees to pay the reasonable and customa--y charges of the Registrar for the services performed. The
City rese-°ves the right to remove the Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessa-- Registrar must deliver all cash and Notes in its
possession to the successor Registrar and must deliver the note 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 moneys sufficient for the payment of all principal and interest then due.
2.05. Execution Authentication and Delivery. The Notes will be prepared under the direction
of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City
Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Notes ceases to
be such officer before the delivery of any Note, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the ofticer had --ernained in office until. delivery.
Notwithstanding such execution, a Note 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 Note has
been duly executed by the manual signature of an authorized representative of the Registrar. Certificates
of authentication on different Notes need not be signed by the same representative. The executed
certiticate of authentication on a Note is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Notes have beers so prepared, executed and authenticated, the City
Manage-- will deliver the same to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Notes. The City may elect to deliver in lieu of printed definitive Notes one or
more typewritte-~ temporary Notes in substantially the form set forth in Section 3 with such changes as
may be necessary to reflect more than one maturity in a single temporary note. Upon the execution and
delivery of definitive Notes the temporary Notes will be exchanged therefor and cancelled.
Section 3. Fonn of Note.
3.01. Execution of the Notes. The Notes will be printed or typewritten in substantially the
following form:
(The remainder of this pate is intentionally left blank.)
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION CAPITAL NOTE
SERIES 2008B
Date of
Rate Maturity Ori~inallssue CUSIP
February t , 20_ December 23, 2008
Registered Owner: Cede & Co.
The City of Richfield, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City'), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specitied above or registered assigns, the principal sum of
on the -nahirity date specified above without option of prior payment, with interest thereon
from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing August 1, 2009, to the person in whose name this Note is registered at the close of business
on the fifteenth day (whether or not a business day) of tlae 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
Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the
Resolution described herein. For the pro-npt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers, of the City have been and are hereby
irrevocably pledged.
This Note will not be subject to optional redemption.
The City Council has designated the issue of Notes of which this Note forms a part as "qualified
tax-exempt obligations"' within the meaning of Section 265(b)(3) of the h~ternal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of inter°est expense for financial institutions and within
the $10 million limit allowed by the Code for the calendar year of issue.
This Note is one of an issue in the aggregate principal amount of $515,000 all of like original
issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a
resolution adopted by the City Council on December I, 2008 (the ``Resolution"), for the purpose of
providing money to defray expenses incurred or to be incurred in purchasing various items of capita(
equipment, pursuant to and in full conformity with the home rule charter of the City and the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 410.32 and
412.301, and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set
forth in the Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Note 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, which taxes may be levied without limitation as to rate or amount. The Notes
of this series are issued only as fully registered Notes in denominations of $5,000 or any integral multiple
thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Note 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 atto--ney 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; and may also be surrendered in exchange for Notes of other authorized
denominations. Upon such transfer o-- exchange the City will cause a new Note or Notes to be issued in
the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Note is registered
as the absolute owner hereof, whethe-- this Note 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 [-IEREBY 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 Note 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 Note does not cause the indebtedness of the City to exceed any constitutional or charter
limitation of indebtedness.
This Note is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Ce--titicate 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, Minnesota, by its City Council, has caused this
Note to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager
and has caused this Note 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
This is one of the Notes delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK, N.A.
By
(ts Authorized Representative
The following abbreviations, when used in the inscription on the face of this Note, will be
construed as though they were written out iii full according to applicable laws or regulations:
TEN COM -- as tenants in common
UNIF GIFT MIN ACT
Custodian
"I~EN ENT -- as tenants by entireties
,IT TEN -- as joint tenants with right of
survivorship and not as tenants in common
(Gust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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 Note and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Note on the boola kept for registration of the within Note, 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 Note 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 ("S'T'AMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, [nc. Medallion Signatures Program ("MSP") or other such "signature
~~uarantee program'' as may be determined by the Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Note unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Note is
held by joint account.)
Please insect social secui°ity or
other identifying number of assignee
PROVISIONS AS TO REGISTRATION
"rhe ownership of the principal of and interest on the within Note has been registered on the
buols of the Regist--ar in the name of the person last noted below.
Date of Registration
Re;.ristered Owner
Signature of
Officer of Registrar
Cede & Co.
Federal ID #13-2555119
[End of Form of Note]
3.02. Approvin~Legal Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy. & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and to cause the opinion to be printed on or
accompany each Note.
Section 4. Payment: Security: Pledges and Covenants.
4.0 L Debt Service Fund. The Notes will be payable from the General Obligation Capital
Notes, Series 2008B Debt Service Fund (the "Debt_Service Fund") hereby created, and the proceeds of
the ad valorem taxes hereinafter levied are pledged to the Debt Service Fund. Jf a payment of principal or
interest on the Notes 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 may 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) all capitalized interest
financed from Note proceeds, if any, (ii) any amount over the minimum purchase price of the Notes paid
by the Purchaser-, to the extent designated for deposit in the Debt Service Fund in accordance with Section
1.03, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Notes, if any.
4.02. H:guipment Fund. The proceeds of the Notes; less the appropriations made in
Section 4.01, togethe-- with-any other funds appropriated for the purchase of Equipment will be deposited
in a sepal°ate fund (the "Equipment Fund'') to be used solely to defray expenses of the Equipment. When
the Equipment is purchased and the cost thereof paid, the Equipment Fund is to be closed and any monies
remaining therein shall be transferred to the Debt Service Fund.
4.03. Pledge of Taxes. For the purpose of paying the principal of and interest on the Notes,
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
he credited to the Debt Service Fund above provided and is in the years and amounts attached hereto as
Exhibit C.
4.04. 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 Notes. The tax
levy herein provided is irrepealable until all of the Notes 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 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 that year by the amount so certified.
4.05. Taxpayer Services Division Managej's Certificate 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 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and fin-nish to the Purchaser and to the attorneys approving the Notes, certified copies of
proceedings and records of the City relating to the Notes 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 Notes, and such instruments, including any heretofore furnished, will
be deemed representations of the City as to the facts stated therein.
5.02. Ce--tification 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 Notes and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Note 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 furthe-- distribution as directed by the City's financial advisor, Ehlei°s & Associates, Inc.
Section 6. "Tax Covenant.
6.01. Tax-Exempt Notes. The City covenants and agrees with the holders from time to time of
the Notes 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 Notes to become subject to taxation under the Llternal Revenue
Code of 1986, as amended (the '`Code"), and the Treas~u-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
attirmative 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 Notes.
6.02. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Notes or to cause or permit them or any of them to be used, in such a mam~er as to cause the Notes to be
"private activity bonds" within the meaning of Sections 103 and 141 th--ough 150 of the Code.
6.0 3. Qualified Tax-Exempt Obligations. In order to qualify the Notes 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 Notes are not `'private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Notes as "qualified tax-exempt obligations" for purposes
of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 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.
6.04. 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 7. Book-Entr~System; Limited Obligation of City.
7.01. DTC. The Notes will be initially issued in the form of a separate single typewritten or
printed fully registered Note for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Note 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 Notes will be
registered iii the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Notes 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 fi°om
time to time for which DTC holds Notes as securities depository (the "Participants") or to any other
person on behalf of which a Participant holds an interest in the Notes, 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 Notes, (ii) the delivery to any Participant or any
other person (other than a registered owner of Notes, as shown by the registration books kept by the
Registrar) of any notice with respect to the Notes, including any notice of redemption, or (iii) the payment
to any Participant or any other person, other than a registered owner of Notes, of any amount with respect
to principal ot; premium, if any, or interest on the Notes. The City, the Registrar and the Paying Agent
may treat and consider the person in whose name each Note is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Note for the purpose of payment of principal,
premium and interest with respect to such Note, for the purpose of registering transfers with respect to
such Notes, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and
interest on the Notes 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 Notes to the extent of the sum or sums so paid. No person other than a registered owner of Notes,
as shown in the registration books I:ept by the Registrar, will receive a certificated Note evidencing the
obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.,"
will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
[suer Lettei° of Representations (the "Representation Letter") which will govern payment of principal of,
premium, if any, and interest on the Notes and notices with respect to the Notes. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Notes will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry 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 Notes
that they be able to obtain Note certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Note certificates. In such event the City will issue,
transfer and exchange Note certiticates as requested by DTC and any other registered owners in
accordance with the provisions of this Resolution. UTC may determine to discontinue providing its
services with respect to the Notes 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 Note certificates in
accordance with this resolution and the provisions hereof ~-vill apply to the transfer, exchange and method
of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Note 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 Note and all notices with respect to the Note
will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set
t~n-th in the Representation Letter.
Section 8. Continuin~~Disclosure.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and car-y 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 Notes; however, any Noteholder 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.
8.02. F.;xecution 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 Notes, as oc•iginally executed and as it may be amended from time
to time in accordance with the terms thereof.
Section 9. Defeasance. When_ all Notes and all interest thereon have been discharged as
provided in this section, al(pledges, covenants and other rights granted by this resolution to the holders of the
Notes will cease, eYCept that the pledge of the full faith and credit of the City for the prompt and full payment
of the p-•incipal of and interest on the Notes will remain in full force and effect. The City may discharge all
Notes which are due on any date by depositing with the Registrar on or before that date a sum sufficient for
the I~~ayment thereof in full. If any Note should not be paid when due, it may nevertheless be discharged by
depositing with the Registrar a sum suftcient for the payment thereof in full with interest accrued to the date
of such deposit.
(The remainder ofthis page is intentionally left blank.)
Passed and adopted this 1 st day of December, 2008.
Attest:
Nancy Gibbs, C' 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.
0
0
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 551 1 3-1 1 22
w
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 Tuesday, 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 Notes, Series 2008B, in the
aggregate principal amount of $515,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Notes. The proposals are as set forth in Exhibit A attached.
After due consideration of the proposals, Member Killian 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 NOTES, SERIES 2008B, IN THE
AGGREGATE PRINCIPAL AMOUNT OF $515,000; FIXING
THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR
EXECUTION AND DELIVERY; AND PROVH)ING FOR THEIR
PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Minnesota (the "City"), as
follows:
Section 1. Sale of Notes.
1.01. Authorization. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Chapter 475 and Sections 410.32
and 412.301 (collectively, the "Act"), to issue its general obligation capital notes on such terms
and in such manner as the City determines to finance the purchase of items of capital equipment
(the "Equipment"), subject to certain limitations contained in the Act;
(b) the City will purchase and acquire various items of Equipment, which items and
the estimated cost thereof, are listed on Exhibit B, attached hereto and made a part hereof;
(c) as required by the Act,
(i) the expected useful life of each item of Equipment is or will be at least as
long as the term of the Notes (hereinafter defined); and
(ii) the principal amount of Notes to be issued in the year 2008 will not
exceed 0.25 percent of the market value of taxable property in the City for the year 2008;
(d) it is necessary and expedient to the sound financial management of the affairs of
the City to issue its General Obligation Capital Notes, Series 2008B (the "Notes"), in the
aggregate principal amount of $515,000, pursuant to the Act to provide financing for the
Equipment.
1.02. Award to the Purchaser and Interest Rates. The proposal of Piper Jaffray & Co.,
Minneapolis, Minnesota (the "Purchaser"), to purchase the Notes described in the Terms of Proposal
thereof is found and determined to be a reasonable offer and is accepted, the proposal being to purchase
the Notes at a price of $525,808.65 (par amount of $515,000, plus original issue premium of $12,096.15,
less underwriter's discount of $1,287.50), plus accrued interest to date of delivery, if any, for Notes
bearing interest as follows:
2
Year Interest Rate Year Interest Rate
2010 4.000% 2011 4.000%
True interest cost: 2.6552357%
1.03. Purchase Contract. The sum of $14,928.65, being the amount proposed by the Purchaser
in excess of $510,880, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Equipment 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 Notes, and to return the good faith checks of the
unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the
Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Notes. The City will forthwith issue and sell the
Notes pursuant to the Act in the total principal amount of $515,000, originally dated 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 without option of prior payment in the
years and amounts as follows:
Year Amount Year Amount
2010 $255,000 2011 $260,000
Section 2. Registration and Pa n~lent.
2.01. Registered Form. The Notes will be issued only in fully registered form. The interest
thereon and, upon surrender of each Note, the principal amount thereof, is payable by check or draft
issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Note will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Note 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 Note 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 Note will be
dated as of the date of original issue. The interest on the Notes 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.
2.03. Registration. The City will appoint a note 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 note
register in which the Registrar provides for the registration of ownership of Notes and the
registration of transfers and exchanges of Notes entitled to be registered, transferred or
exchanged.
(b) Transfer of Notes. Upon surrender for transfer of a Note duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory
3
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 Notes of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
registration of any transfer after the fifteenth day of the month preceding each interest payment
date and until that interest payment date.
(c) Exchanee of Notes. When Notes are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Notes of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Notes surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Note is presented to the Registrar
for transfer, the Registrar may refuse to transfer the Note until the Registrar is satisfied that the
endorsement on the Note 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 Note is registered in the note register as the absolute owner of the Note, whether
the Note is overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on the Note and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the
liability upon the Note to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Notes sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Notes. If a Note becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Note of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Note or in
lieu of and in substitution for any Note 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
Note destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Note was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate note 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. Notes 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 Note has already matured or
been called for redemption in accordance with its terms it is not necessary to issue a new Note
prior to payment.
2.04. Appointment of Initial Re is~ trar. 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 the resulting business, such corporation is authorized to act as successor Registrar. The
4
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 Notes in its
possession to the successor Registrar and must deliver the note 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 moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Notes will be prepared under the direction
of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City
Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Notes ceases to
be such officer before the delivery of any Note, 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 Note 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 Note has
been duly executed by the manual signature of an authorized representative of the Registrar. Certificates
of authentication on different Notes need not be signed by the same representative. The executed
certificate of authentication on a Note is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Notes have been so prepared, executed and authenticated, the City
Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the
application of the purchase price.
2.06. Temporary Notes. The City may elect to deliver in lieu of printed definitive Notes one or
more typewritten temporary Notes in substantially the form set forth in Section 3 with such changes as
may be necessary to reflect more than one maturity in a single temporary note. Upon the execution and
delivery of definitive Notes the temporary Notes will be exchanged therefor and cancelled.
Section 3. Form of Note.
3.01. Execution of the Notes. The Notes will be printed or typewritten in substantially the
following form:
(The remainder of this page is intentionally left blank.)
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION CAPITAL NOTE
SERIES 2008B
Date of
Rate Maturity Ori~;inal Issue CUSIP
February 1, 20_ December 23, 2008
Registered Owner: Cede & Co.
The City of Richfield, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specified above or registered assigns, the principal sum of
$ on the maturity date specified above without option of prior payment, with interest thereon
from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing August 1, 2009, to the person in whose name this Note 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
Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the
Resolution described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
This Note will not be subject to optional redemption.
The City Council has designated the issue of Notes of which this Note forms a part as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of interest expense for financial institutions and within
the $10 nullion limit allowed by the Code for the calendar year of issue.
This Note is one of an issue in the aggregate principal amount of $515,000 all of like original
issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a
resolution adopted by the City Council on December 1, 2008 (the "Resolution"), for the purpose of
providing money to defray expenses incurred or to be .incurred in purchasing various items of capital
equipment, pursuant to and in full conformity with the home rule charter of the City and the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475 and Sections 410.32 and
412.301, and the principal hereof and interest hereon are payable primarily from ad valorem taxes, as set
forth in the Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Note 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, which taxes may be levied without limitation as to rate or amount. The Notes
of this series are issued only as fully registered Notes in denominations of $5,000 or any integral multiple
thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Note 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; and may also be surrendered in exchange for Notes of other authorized
denominations. Upon such transfer or exchange the City will cause a new Note or Notes to be issued in
the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Note is registered
as the absolute owner hereof, whether this Note 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 Note 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 Note does not cause the indebtedness of the City to exceed any constitutional or charter
limitation of indebtedness.
This Note is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Richfield, Minnesota, by its City Council, has caused this
Note to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager
and has caused this Note to be dated as of the date set forth below.
Dated: December 23, 2008
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
7
i
CERTIFICATE OF AUTHENTICATION
This is one of the Notes delivered pursuant to the Resolution mentioned within.
WELLS FARGO BANK, N.A.
By
Its Authorized Representative
The following abbreviations, when used in the inscription on the face of this Note, 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
UNIF GIFT MIN ACT
Custodian
(Gust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Note and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Note on the books kept for registration of the within Note, 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 Note in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
8
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP,
SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Note unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Note 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 Note has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Re ig strar
Cede & Co.
Federal ID #13-2555119
[End of Form of Note]
3.02. Approving_Le ag 1 Opinion. The City Manager is authorized and directed to obtain a copy
of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and to cause the opinion to be printed on or
accompany each Note.
Section 4. Payment: Security: Pledges and Covenants.
4.01. Debt Service Fund. The Notes will be payable from the General Obligation Capital
Notes, Series 2008B Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of
the ad valorem taxes hereinafter levied are pledged to the Debt Service Fund. If a payment of principal or
interest on the Notes 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 may 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) all capitalized interest
financed from Note proceeds, if any, (ii) any amount over the minimum purchase price of the Notes paid
by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section
1.03, and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Notes, if any.
4.02. Equipment Fund. The proceeds of the Notes, less the appropriations made in
Section 4.01, together with any other funds appropriated for the purchase of Equipment will be deposited
in a separate fund (the "Equipment Fund") to be used solely to defray expenses of the Equipment. When
the Equipment is purchased and the cost thereof paid, the Equipment Fund is to be closed and any monies
remaining therein shall be transferred to the Debt Service Fund.
4.03. Pledge of Taxes. For the purpose of paying the principal of and interest on the Notes,
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 above provided and is in the years and amounts attached hereto as
Exhibit C.
4.04. 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 Notes. The tax
levy herein provided is irrepealable until all of the Notes 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 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 that year by the amount so certified.
4.05. Taxpayer Services Division Manager's Certificate 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 5. Authentication of Transcript.
5.01. City Proceedings and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Notes, certified copies of
proceedings and records of the City relating to the Notes 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 Notes, and such instruments, including any heretofore furnished, will
be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, 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 Notes and that to the best of their
knowledge and belief the Official Statement is a complete and accurate representation of the facts and
representations made therein as of the date of the Official Statement.
5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Note 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.
10
Section 6. Tax Covenant.
6.01. Tax-Exempt Notes. The City covenants and agrees with the holders from time to time of
the Notes 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 Notes 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 Notes.
6.02. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Notes or to cause or permit them or any of them to be used, in such a manner as to cause the Notes to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.03. Qualified Tax-Exempt Obli atg ions. In order to qualify the Notes 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 Notes are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Notes as "qualified tax-exempt obligations" for purposes
of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 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.
6.04. 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 7. Book-Entry System; Limited Obligation of City.
7.01. DTC. The Notes will be initially issued in the form of a separate single typewritten or
printed fully registered Note for each of the maturities set forth in Section 1.04 hereof. Upon initial
issuance, the ownership of each Note 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 Notes will be
registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Notes 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 Notes as securities depository (the "Participants") or to any other
person on behalf of which a Participant holds an interest in the Notes, 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 Notes, (ii) the delivery to any Participant or any
other person (other than a registered owner of Notes, as shown by the registration books kept by the
11
Registrar) of any notice with respect to the Notes, including any notice of redemption, or (iii) the payment
to any Participant or any other person, other than a registered owner of Notes, of any amount with respect
to principal of, premium, if any, or interest on the Notes. The City, the Registrar and the Paying Agent
may treat and consider the person in whose name each Note is registered in the registration books kept by
the Registrar as the holder and absolute owner of such Note for the purpose of payment of principal,
premium and interest with respect to such Note, for the purpose of registering transfers with respect to
such Notes, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and
interest on the Notes 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 Notes to the extent of the sum or sums so paid. No person other than a registered owner of Notes,
as shown in the registration books kept by the Registrar, will receive a certificated Note evidencing the
obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect
that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co.,"
will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will
promptly deliver a copy of the same to the Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of,
premium, if any, and interest on the Notes and notices with respect to the Notes. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Notes will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book-Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Notes
that they be able to obtain Note certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Note certificates. In such event the City will issue,
transfer and exchange Note 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 Notes 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 Note certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method
of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Note 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 Note and all notices with respect to the Note
will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set
forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. 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 Notes; however, any Noteholder 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.
12
8.02. 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 Notes, as originally executed and as it may be amended from time
to time in accordance with the terms thereof.
Section 9. Defeasance. When all Notes 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
Notes 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 Notes will remain in full force and effect. The City may discharge all
Notes 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 Note 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.
(The remainder of this page is intentionally left blank.)
13
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.
15
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) 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 Gfneral Obligation Capital Notes, Series 2008B, in the
aggregate principal amount of $515,000.
WITNESS My hand officially as such City t~lerk and the corporate seal of the City this
day of December; 2008.
Ci lerk CQ~-a w~ ~
Richfield, Minnesota
(SEAL)
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BID TABULATION
$515,000 General Obligation Capital Notes, Series 20088
CITY OF RICHFIELD, MINNESOTA
SALE: December 1, 2008
AWARD: PIPER JAFFRAY & CO.
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
PIPER JAFFRAY & CO. 2010 4.000% 2.670% $525,808.65 $22,365.79 2.6552%
Leawood, Kansas 2011 4.000% 2.410%
UMB BANK, N.A.
Kansas City, Missouri
UNITED BANKERS' BANK
Bloomington, Minnesota
WELLS FARGO BROKERAGE SERVICES,
LLC
Minneapolis, Minnesota
~r:
-~~ - FREERS
4'.~ ~ G `
LEADERS IN PUBLIC FINANCE
2010 2.300% $512,965.75 $22,204.44 2.6828%
2011 2.500%
2010 2.400% $512,682.50 $23,590.78 2.8512%
2011 2.650%
2010 4.000% $520,893.85 $27,280.59 3.2603%
2011 4.000%
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
EXHIBIT B
LIST OF EQUIPMENT AND COST
Equipment
One One-Ton Truck
Two Mowers
One Skid Steer Loader
One One-Ton Truck
One Brush Chipper
One Ice Resurfacer
Four Mid-Size Sedans
One Sports Utility Vehicle
Five Full-Size Police Squad Cars
One Records Archival System Scanner
Two Network Servers
Fiber Optic Network Construction
Total:
Cost
45,000
26,000
34,000
47,000
70,000
115,000
80,000
28,000
135,000
6,050
11,980
104,000
$702.030
B-1
7
1
EXHIBIT C
TAX LEVY SCHEDULE
Tax Levy Calculation For:
City of Richfield, Minnesota
$515,000 General Obligation Capital Notes, Series 20088
Dated Date: 12!2312008
Levy Collect Pay Total P & i Net Tax
Year Year Year P 8< I x 105% Levy Levy
2008 ! 2D09 ! 201 D 277,774.44 291.663.16 291,663.16 291,70D
2009 I 2010 ! 2011 270,400.00 283,920.OD 283,92D.00 284,000
Totals 548,174.44 575,583.16 575,583.16 575,700.00
RC145-599 (JAE)
341966v3
EHLERS
& AS SOCrATFS INC
C-1