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93-8079r3~ CITY OF RICHFIELD, MINNESOTA RESOLUTION NO. 8079 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $575,000 GENERAL OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1994A BE IT RESOLVED By the City Council of the City of Richfield, Hennepin County, Minnesota (City) as follows 1. It is hereby determined that: (a) the City is authorized by the provisions of Minnesota Statutes, Chapter 475 {Act) and Section 475.67, Subdivision 13 of the Act to issue and sell its general obligation bonds to refund outstanding bonds when determined by the City Council to be necessary and desirable; (b) it is necessary and desirable that the City issue $575, 000 General Obligation Improvement Refunding Bonds, Series 1994A (Bonds) to refund in advance of maturity and at their redemption date, certain outstanding general obligations of the City; (c) the outstanding bonds to be refunded (Refunded Bonds) consist of the $1, 080, 000 General Obligation Improvement Bonds, Series 1987, dated September 1, 1987, of which $550,000 in principal amount is callable on February 1, 1997. 2. To provide moneys to refund in advance of maturity the Refunded Bonds, the City will therefor issue and sell Bonds in the amount of $567,813. In order to provide in part the additional interest required to market the Bonds at this time, additional Bonds will be issued in the amount of $7,187. The excess of the purchase price of the Bonds over the sum of $567,813 will be credited to the debt service fund for the Bonds for the purpose of paying interest first coming due on such additional Bonds. The Bonds be issued, sold and delivered in accordance with the terms and conditions of the following Official Terms of Proposal: Resolution No. 8079 TERMS OF PROPOSAL ~575,000* General Obligation Improvement Refunding Bonds, Series 1994A (the "Series 1994A Bonds") City of Richfield Hennepin County, Minnesota NOTICE IS HEREBY GIVEN that sealed proposals for the purchase or the Series 1994A Bonds will be received. unfit 11:00,. a.m., C.T. on 1vlonday, January Z4, 1994; in the offices of Publicorp, lnc., 312 Crown Roller lvtill, 105 Fifth Avenue South, Minneapolis, Minnesota, »-101, (612)341-3646 at which time the proposals will be opened and tabulated for consideration by the City Council at a meeting at 7:00 p.m. on the same day. The Series 1994A Bonds are offered on the following terms. Purpose and Security The Series 1994A Bonds. will be general obligations of the City, for which its full faith, credit and taxing powers are pledged together with special assessments from benefitted properties. The purpose of the Series 1994A Bonds is to provide funds for the refunding of that portion of the City's 51.,080,000 General Obligation Improvement Bonds of 1987 dated September 1, 1987, maturing on and after February 1, 19923, authorized and issued pursuant to Minnesota Statutes, Chapter 475. Date and Maturities The Series 1994A Bonds will be issued in fully registered form , will be dated February 1, 1994, will be in denominations of integral multiples of 5,000 each and will mature on February 1, in the years and amounts as follows: Series 1994A Bonds' _ Date Amount Date Amount 1998 5»,000 2004 50,000 1999 5»,000 2005 50,000 2000 S»,000 2006 50,000 2001 5»,000 2007 50,000 2002 S».000 2008 50,000 2003 50,000 Optional Redemption The City may elect on February 1, 2003 or on any date thereafter to redeem and prepay bonds of the Series 1994A Bonds maturing on or after February 1, 2004 at a price of par plus accrued interest to date of redemption. Prepayment may be in whole or in part and will be in inverse order of maturities and by lot ~~vithin maturittes. • The City reserves the right, aster proposals are opened and prior to award. to increase or reduce the total principal amount of the Series 1994A Bonds offered for sale. Any such increase or reduction will be in a total amount not to exceed 540,000 and will be made in multiples of 5,000 in any of the maturities. In the event the total principal amount of the Series 1994A Bonds is increased or reduced. any premium offered or any discount taken and the purchase price will be increased or reduced by a percentage equal to the percentage by which the total principal amount of the Series 1994 Bonds is increased or decreased. Resolution No. 8079 .Interest Interest on the Series 1994A Bonds will be payable on August 1, 1994, and semiannually thereafter on each February 1 and August t . Bonds maturing on the same date must bear interest from date or issue until paid at a single, .uniform rate, not exceeding the rate specified for bonds of any subsequent maturity. Each rate must be in an integral multiple of 1/20 or. 1/8 of 1 °o. Registrar The City will name the Registrar which will be subject to applicable SEC regulations. Principal will be payable at the principal office of the Registrar and interest will be payable by check or draft of the Registrar mailed to the registered holder of a bond. The City will pay the reasonable and customary charges ror the services of the Registrar. CUSIP Numbers The City will assume no obligation for the assignment or printing of CUSIP numbers on the Series 1994A Bonds or for the correctness of any numbers printed thereon, but will permit such numbers to be assigned and printed at the expense of the purchaser, if the purchaser waives any extension of the time of delivery caused thereby. , Del iverv Within 40 days after sale the City will furnish and deliver to the office of the purchaser or, at its option, will deposit with a bank in the United States selected by it and approved by the City as its agent to permit examination by and to deliver to the purchaser, the printed and executed bonds, the unqualified opinion thereon of bond counsel, and a certificate stating that no litigation in any manner questioning their validity is then threatened or pending. The charge of the delivery agent must be paid by the purchaser but all other costs will be paid by the City. The purchase price must be paid upon delivery of the Series 1994A Bonds in funds available for expenditure by the City on the day of payment. Legal Opinion An unqualified-legal opinion on the Series 1994A Bonds will be furnished by Holmes & Graven, Chartered, Minneapolis, ~~tinnesota. The legal opinion will be printed on the bonds at the request of the purchaser. The legal opinion will state generally that the Series 1994A Bonds are valid and binding general obligations of the City, that the City is required by law to levy taxes for the principal and interest thereon as the same become due without limit as to rate or amount, and that the interest on the Series 1994A Bonds will not be subject to federal and state income taxes. Official Statement The Citv has authorized the preparation of an Official Statement containing pertinent information relative to the Series 1994A Bonds, and said Official Statement will serve as a nearly-final Orficial Statement as required by Rule 1 Sc2-12 of the Securities and Exchange Commission. The Official Statement, when fur,her supplemented by an addendum or addenda specifying the interest rates of the Series 1994A Bonds, together with any other information required by law, shall constitute a Final Official Statement of the City with respect to the Bonds, as that term is defined in Rule 1 Sc2-12. By awarding the Series 1994A Bonds to any underwriter or underwriting syndicate submitting an orficial Proposal Form therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide without cost to the senior managing underwriter of the syndicate to which the Series 1994A Bonds are awarded 25 copies of the Official Statement and the addenda described above. The City designates the senior managing underwriter of the syndicate to which the Series 1994A Bonds are awarded as its agent for purposes of distributing copies of the Final Official Statement to each Participating Underwriter. Any underwriter executing and delivering an Official Proposal .Resolution No. 8079 Form with respect to the Bonds agrees thereby that if its proposal is accepted by the City (i) it shall accept such designation and (ii) it shall enter into a contractual relationship with all Participating Underwriters of the5erie9 1994A Bonds for purposes of assuring the receipt. by each such Participating Underwriter of the Final Orficial Statement. Tvoe of Proposal -Amount Sealed proposals must be mailed or delivered to the undersigned and must be received prior to the time specified for the opening of proposals. The proposal authorizing the lowest true interest cost ~.vill be deemed the most favorable. No oral proposal and no proposal of less than $567,813 for principal plus accrued interest on all of the bonds will be considered. The City reserves the right to reject any and all proposals and to waive an informality in a proposal. A proposal must be unconditional and must be accompanied by a cashier's or certified check, bank draft, or Financial Surety Bond in the amount of 55,750 payable to the City of Richfield, to be retained by the City as liquidated damages if the proposal is accepted and the purchaser fails to comply therewith. If a Financial Surety Bond is used, it must be from an insurance company licensed to issue such a bond in the State of Minnesota and preapproved by the City. Such bond must be submitted to Publicorp, Inc. prior to the opening of the proposals. The Financial Surety Bond must identify each underwriter whose Deposit is guaranteed by such Financial Surety Bond. If the Series 1994A Bonds are awarded to an underwriter using a Financial Surety Bond, then that purchaser is required to submit its Deposit to the City in the corm of a certified or cashier's check or wire transfer as instructed by the City not later than 3:00 p.m. central time on the next business day rollowing the award. If such Deposit is not received by that time, the Financial Surety Bond may be drawn by the City to satisry the Deposit requirement. The City will deposit the check of the purchaser and deduct the amount of the check from the settlement amount at the delivery of the Series 1994A Bonds. If a purchaser fails to comply with the Terms of Proposal, the amount of the deposit will be retained by the Ciry. BY ORDER OF THE CITY COUNCIL /s/ Thomas Ferber Ciry Clerk City of Richfield Dated: December 13, 1993. Resolution No. 8079 3. Publicorp, Inc. is authorized and directed to negotiate the Bonds in accordance with the foregoing Terms of Proposal. The City Council will meet at 7:00 p.m. on Monday, January 24, 1994, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. Adopted by the City Council of the. City of Richfield, Minnesota, on the 13th day of December, 1993. .- ~~ Mayor Martin J. Kirsch Attest ~ ~~ City Clerk Thomas P. Ferber