94-8106r63
RESOLUTION NO. 8106
A RESOLUTION AWARDING THE SALE OF $565,000 GENERAL
OBLIGATION IMPROVEMENT REFUNDING BONDS, SERIES 1994A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
PROVIDING FOR THEIR .PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING FOR THE REDEMPTION OF
BONDS REFUNDED THEREBY.
BE IT RESOLVED By the City Council of the City of Richfield, Hennepin
County, Minnesota (City) as follows
Section 1. Sale of Bonds.
1.01. The proposal of Dain Bosworth (Purchaser) to .purchase $565,000
General Obligation Improvement Refunding Bonds, Series 1994A (Bonds) of the City
described in the Terms of Proposal thereof is determined to be a reasonable offer and
is accepted, the proposal being to purchase the Bonds at a price of $559, 350 plus
accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity .Rate Maturity Rate
1998 3.50$ 2004 4.30$
1999 3'.60 2005 4.45
2000 3.75 2006 4.60
2001 3.90 2007 4.75
2002 4.00 2008 4.90
2003 4.15
Net effective interest rate: 4.4318
1.02. The sum of $1,412.50 being the amount proposed by the Purchaser in
excess ~of $7,062.50 is credited to the Escrow Account hereinafter created, or
designated to pay costs of issuance of the Bonds, as the case may be. The City
Finance Manager is directed to deposit 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 forthwith. The Mayor and City Manager are directed to
execute a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds in the total principal
amount of $565,000, originally dated February 1, 1994, in the denomination of $5,000
each or any integral multiple thereof, numbered No. R-1, upward, bearing interest
as above set forth, and which mature serially on February 1 in the years and
amounts as follows:
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Year Amount. ~ Year Amount
1998 $55,000 2004 $50,000
1999 55,000 2005 50,000
2000 55,000 2006 50,000
2001 50,000 ~ 2007 50,000
2002 50,000 2008 50,000
2003 50,000
1.04. Optional Redemption. The City may elect on February 1, 2003 and on
any date thereafter to prepay .Bonds maturing on or after February 1, 2004.
Redemption may be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, those Bonds remaining unpaid which have the latest maturity
date will be prepaid first. If only part of the Bonds having a common maturity date
are called for prepayment the specific Bonds to be prepaid will be chosen by lot by
the Registrar. All payments will be at a price of par plus accrued interest.
Section 2 . Registration and Payment .
2.01. Registered Form. The Bonds shall be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal amount
thereof, is payable by check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last
interest payment date preceding the date of authentication to which interest on the
Bond has been paid or made available for payment, unless. (i) the date of
authentication is an interest payment date to which interest has been paid or~made
available for payment, in which case such Bond shall 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 such 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, 1994, to the owner of record thereof as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
such day is a business day.
2.03. Registration. The City will appoint, and shall maintain, a bond
registrar, transfer agent, authenticating agent and paying agent (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 and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed
by the. registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
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any transfer after .the fifteenxh ~ day of .the,.,, month preceding each interest
payment date and until such 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 any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the City,
(e) Impro er 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 a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid .
(g) Taxes, Fees and Charges. For a transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution
for. and upon cancellation of the mutilated Bond or in lieu of and in
substitution for any Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furnishing to the Registrar
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. 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
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(postage prepaid) not more than 60 and not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar. Failure
to give notice by publication or by mail to any registered owner, or any defect
therein, will not affect the validity of any proceeding for the redemption of
Bonds. Bonds so called for .redemption will cease to bear interest after the
specified redemption date, provided that the funds for the redemption are on
deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints Norwest Bank
Minnesota, National Association, Minneapolis, Minnesota, as .the initial Registrar.
The Mayor and the City Manager are authorized to execute and deliver, on behalf of
the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust
company authorized by law to conduct such business, such 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 Finance Manager must transmit to
the Registrar moneys sufficient for the payment of all principal and interest then
due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the Manager and executed on behalf of the City by the
signatures of the Mayor and the Manager, provided that all signatures may be
printed, engraved or lithographed facsimiles of the originals. In case any officer
whose signature or a facsimile of whose signature appears on the Bonds ceases to be
such .officer before the delivery of any Bond, such 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 each 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 Manager shall deliver the same to the Purchaser upon payment of the purchase
price in accordance with the contract of sale heretofore made and .executed, and the
Purchaser is not obligated to see to the application of the purchase price.
2.06. Temporary Bonds . The City may elect to deliver in lieu of printed
definitive Bonds one or more typewritten temporary Bonds in substantially the form
set forth in Section 3 with such changes as may be necessary to reflect more than one
maturity in a single temporary bond. Upon the execution and delivery of definitive
Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed in substantially the following form:
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[Face.,of. the Bond] ._,.,,
UNITED STATES OF AMERICA
STATE OF MINNESOTA "
COUNTY OF HENNEPIN
CITY OF RICHFIELD "
GENERAL OBLIGATION IMPROVEMENT REFUNDING BOND, SERIES 1994A
Date of
Rate Maturity Original Issue CUSIP
February 1, 1994
No .
The City of Richfield, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City) , acknowledges itself to be
indebted and for value received promises to pay to
or registered assigns, the principal sum of $ on the maturity date
specified above, with interest thereon from the date hereof at the annual rate
specified above, payable February 1 and August 1 in each year, commencing
August 1, 1994, 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 ,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, 2003, and on any date thereafter, to prepay
Bonds of this issue maturing on or after February 1, 2004." Redemption may be in
whole or in part of the Bonds subject to prepayment. If redemption is in part, those
Bonds remaining unpaid which have the latest maturity date will be prepaid first.
If only part of the Bonds having a common maturity date are called for prepayment
the specific Bonds to be prepaid will be chosen by lot by the Registrar. All
prepayments shall be at a price of par plus accrued interest .
The City Council has designated the issue of Bonds which this Bond forms a
part as "qualified tax exempt obligations" within the meaning of Section 265 (b) (3 )
of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance
of interest expense for financial institutions and within the $10 million limit allowed
by the Code for the calendar year of issue.
Resolution No. 8106
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Additional provisions of this Bond are contained on the reverse hereof and
such provisions for all purposes have the same effect as though fully set forth in
this place.
This Bond is not valid or obligatory for any purpose or entitled to any
security or benefit under the Resolution until the. Certificate of Authentication
hereon has been executed by the Bond Registrar by manual signature of one of its
authorized representatives .
IN WITNESS WHEREOF,.the City of Richfield, Hennepin County, Minnesota,
by its City Council, has caused this Bond to be executed on its behalf by the
facsimile signatures of the Mayor and City Manager and has caused this Bond to be
dated as of the date set forth below.
Dated
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile )
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within .
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $
all of like original issue date and tenor, except as to number, maturity date.,
redemption privilege, and interest rate, all issued pursuant to a resolution adopted
by the City Council on January 24, 1994 (the Resolution), for the purpose of
providing money to refund in advance of maturity- and on the Redemption Date, as
defined in the Resolution, a portion of certain general obligation bonds of the City,
pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, and the City's home rule charter, including Minnesota Statutes, Sections
475.67, Subdivision 13 and Chapter 429. The interest hereon is payable until the
Redemption Date, out of the Escrow Account and Debt Service Account in the City's
Refunding Bonds, Series 1994A Debt Service Fund and after the Redemption Date
from special assessments against property specially benefitted by local improvements
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
Resolution No. 8106 ~ -7-
pledged for payment of this Bond and .the City, -Council has obligated itself to levy
ad valorem taxes on all taxable property in the City in the event of any deficiency
in special assessments 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 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 Bond is transferable upon the books of the City at the principal office
of the Bond Registrar, by the registered owner hereof in person or by the owner's
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange the
City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or
exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and neither
the City nor the Bond Registrar shall 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 Constitution and laws of the State of
Minnesota and the City's home rule charter 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 .
(Form of certificate to be printed on the reverse side of each Bond, following
a full copy of the legal opinion.)
I certify that the above is a full, true and correct copy of the legal opinion
rendered by bond counsel on the issue of Bonds of the City of Richfield, Minnesota,
which includes the within Bond, dated as of the date of delivery of and payment for
the Bonds.
(Facsimile Signature)
City Manager
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The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were ,written out in full according to
applicable laws or regulations
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common ~ (Gust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Aet .
not as tenants in common (State)
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
Signature(s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges.
The Bond 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.)
.Resolution No. 8106 -9-
Please insert. social security or other
identifying number of assignee
3.02. The City Manager is authorized. and directed to obtain a copy of the
proposed approving .legal opinion of Holmes. & Graven, Chartered, Minneapolis,
Minnesota, which is to be complete except as to dating thereof and cause the opinion
to be printed on each Bond, together with a certificate to be signed by the facsimile
signature of the Manager in substantially the form set forth in the form of Bond.
The Manager is authorized and directed to execute the certificate in-the name of the
City upon receipt of the opinion and to file the opinion in the City offices .
Section 4. Bonds; Security Escrow.
4.01. Funds and Accounts . For the convenience and proper administration
of the moneys to be borrowed and repaid on the Bonds and the Refunded Bonds (as
defined in the resolution providing for the issuance and sale of the Bonds), and to
provide adequate and specific security for the Purchaser and holders from time to
time of the Bonds and Refunded Bonds, there is hereby created a special fund to be
designated the Refunding Bonds, Series 1994A Debt Service Fund (the Fund) to be
administered and maintained by the Finance Manager as a bookkeeping account
separate and apart from all other funds maintained in the official financial records
of the City.. The Fund shall be maintained in the manner herein specified until all
of the Refunded Bonds have been paid and until all of the Bonds and the interest
thereon shall have been fully paid. There shall be maintained in the Fund two
separate accounts, to be designated the Escrow Account and Debt Service Account.
(a) Escrow Account. The Escrow Account shall be maintained as an
Escrow Account (Escrow Account) with Norwest Bank Minnesota, National
Association, in Minneapolis, Minnesota, which is a suitable financial institution
within the State, whose deposits are insured by the Federal Deposit Insurance
Corporation, whose combined capital and surplus is not less than $500, 000 and
said financial institution is hereby designated escrow agent (Escrow Agent)
for the Escrow Account. All proceeds of the sale of the Bonds shall be
received by the Escrow Agent and applied to fund the Escrow Account or to
pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs
of issuance are hereby irrevocably pledged and appropriated to the Escrow
Account, together with all investment earnings thereon. The Escrow Account
shall be invested in securities maturing or callable at the option of the holder
on such dates and bearing interest at such rates as shall be required to
provide sufficient funds, together with any cash or other funds retained in
the Escrow Account, to pay when due the interest -to accrue on each Bond to
and including February 1, 1997 (Redemption Date), and to pay when due on
the Redemption Date the principal amount of each of the Refunded Bonds then
outstanding. From the Escrow Account there shall be paid (i) all interest paid
on, or to be paid on, or to accrue on, the Bonds to and including the
Redemption Date, and (ii) the principal of the Refunded Bonds due by reason
of redemption on the Redemption Date . The Escrow Account shall be
irrevocably appropriated to the payment of the principal of and interest on the
Bonds until the proceeds of the Bonds therein are applied to prepayment of
the Refunded Bonds . The moneys in the Escrow Account shall be used solely
Resolution No. 8106
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for the purposes herein set forth and for no other purpose, except that any
surplus in the Escrow Account may be remitted to the City, all in accordance
with the Escrow Agreement (hereafter defined) by and between the City and
the Escrow Agent. Any moneys remitted to the City upon termination of the
Escrow Agreement shall be deposited in the Debt Service Account.
(b) Debt Service Account. To the Debt Service. Account there is
hereby pledged and irrevocably appropriated and there shall be credited : (i)
any balance remitted to the City upon the termination of the Escrow
Agreement; (ii) any balance remaining on February 2, 1997, in the Debt
Service Fund created by the City Council resolution authorizing the issuance
and sale of the Refunded Bonds (Prior Resolution); (iii) any collections of all
taxes hereafter levied for the payment of the Bonds and interest thereon; (iv)
all investment earnings on funds in the Debt Service Account; (v) collection
after the Redemption Date of special assessments pledged to repayment of the
Refunded Bonds in the Prior Resolution; (vi) accrued interest (if any)
received upon .delivery of the Bonds to the extent not required to fund the
Escrow Account; and (vii) any and all other moneys which are properly
available and are appropriated by the City Council to the Debt Service
Account. The amount of any surplus remaining in the Debt Service Account
when the Bonds and interest thereon are paid shall be used as provided in
Section 475.61, Subdivision 4 of the Act.
4.02. The .moneys in the Debt Service Account shall be used solely to pay the
principal of and interest on the Bonds or any other bonds hereafter issued and made
payable from the Fund. No portion of the proceeds of the Bonds shall be used
directly or indirectly to acquire higher yielding investments or to replace funds
which were used directly or indirectly to acquire higher yielding investments,
except (i) for a reasonable temporary period until such proceeds are needed for the
purpose for which the Bonds were issued, and (ii) in addition to the above, in an
amount not greater than the lesser of five percent of the proceeds of the Bonds or
$100,000. To this effect, any proceeds of the Bonds any sums from time to time held
in the Fund (or any other City account which will be used to pay principal and
interest to become due on the Bonds) in excess of amounts which under the
applicable federal arbitrage regulations may be invested without regard as to yield
shall not be invested at a yield in excess of the applicable yield restrictions imposed
by the arbitrage regulations on such investments after taking into account any
applicable temporary periods or minor portion made available under the federal
arbitrage regulations . In addition, the proceeds of the Bonds and money in the
Fund shall not be invested in obligations or deposits issued by, guaranteed by or
insured by the United States or any agency or instrumentality thereof if and to the
extent that such investment would cause the Bonds to be federally guaranteed within
the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the
Code) .
4.03. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the full
faith, credit and taxing powers of the City shall be and are hereby irrevocably
pledged. If the balance in the Escrow Account or Debt Service Account is ever
insufficient to pay all principal and interest then due on the Bonds and any other.
bonds payable therefrom, the deficiency shall be promptly paid out of monies in the
general fund of the City which are available for such purpose, and such general
fund may be reimbursed with or without interest from the Escrow Account or Debt
Service Account when a sufficient balance is available therein.
Resolution.No. 8106 -11-
- 4.04. It is determined that estimated collection of Assessments and interest
thereon for the payment of principal and interest on the Bonds after the Redemption
Date will produce at least five percent in excess of the amount needed to meet when
due, the principal and interest payments on .the Bonds and that no ,tax levy is
needed at this time .
4.05. Filin .The City Clerk is authorized and. directed to file a certified copy
of this resolution with the Director of Property Taxation of Hennepin County and to
obtain the certificate required by Section 475.63 of the Act.
4.06. Prior Resolution Pledges . The pledges and covenants of the City made
by the Prior Resolution relating to the levy and collection of Special Assessments
against property specially benefitted by improvements financed by the Bonds and
the Refunded Bonds are restated and confirmed in all respects. The provisions of
the Prior Resolution are hereby supplemented to the extent necessary to give full.
effect to the provisions of this resolution.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. As of the date of delivery of and payment for the Bonds the proceeds
of the Bonds, in the amount of $559, 350 plus accrued interest on the Bonds less
necessary expenses of the issuance of the Bonds (Proceeds), together with other
funds (Funds} in the amount of $2,595.62 are hereby pledged and appropriated and
shall be deposited in the Escrow Account.
5.02. It is hereby found and determined that the Proceeds and Funds available
and appropriated to the Escrow Account will be sufficient, together with the
permitted earnings on the investment of the Escrow Account, to pay at maturity or
redemption all of the principal of and redemption premium (if any) on the Refunded
Bonds and interest on the Bonds through the Redemption Date.
5.03. Securities purchased from the monies in the Escrow Account shall be
limited to securities specified in Section 475.67, Subdivision 8 of the Act.
Springsted Incorporated, as agent for the City is hereby authorized and directed
to purchase for and on behalf of the City and in its name, appropriate securities to
fund the Escrow Account. Upon the issuance and delivery of the Bonds, the
securities so purchased shall be deposited with the Escrow Agent and held pursuant
to the terms of the Escrow Agreement and the Resolution.
5.04. The Refunded Bonds maturing on February 1, 1998 and thereafter shall
be redeemed and prepaid on the Redemption Date. The Refunded Bonds shall be
redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in the form of Notice of Call for Redemption attached
hereto as Attachment A which terms and conditions are hereby approved and
incorporated herein by reference.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds;
the Mayor and the Manager are hereby authorized and directed to execute on behalf
of the City an escrow agreement (Escrow Agreement) with the Escrow Agent in
substantially the form now on file with the Manager. All essential terms and
conditions of the Escrow Agreement including payment by the City of reasonable
charges for the services of the Escrow Agent, are hereby approved and adopted and
made a part of this resolution, and the City covenants that it will promptly enforce
all provisions thereof in the event of default thereunder by the Escrow Agent.
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5.06. Defeasance. When all Bonds and all interest thereon, have been
discharged as provided in this paragraph, all pledges, covenants and other rights
granted by this resolution to the holders of the Bonds shall 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 shall 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. The City may also at any time discharge and defease the
Bonds in their entirety by complying with. the provisions of Section 475.67 of
Minnesota Statutes, except that the funds deposited in escrow in accordance with
said provisions may (to the extent permitted by law) but need not be, in whole or in
part, proceeds of bonds as therein provided without. the consent of any
Bondholders .
Section 6. Authentication of Transcript.
6.41. 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, shall be deemed representations of the City as to the facts
stated therein.
6.02. The Mayor and City Manager are hereby 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.
Section 7 . Tax Matters .
7.01. 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. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bonds
under Section 103 of the Code, including without limitation requirements relating to
temporary periods for investments, limitations on amounts invested at a yield greater
than the yield on the Bonds, and the rebate of excess investment earnings to the
United States .
Resolution No .. 8106 -13-
7.03. In order to qualify the Bonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b)(3) of the Code, the City makes the following
factual statements and representations
(a) the Bonds are not "private activity bonds" (treating qualified
501(c) (3) bonds as not being private activity bonds) as defined in Seetion 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 private activity bonds, treating qualified 501(c) (3) bonds as not
being private activity bonds) which .will be issued by the City (and all
subordinate entities of the City) during calendar year 1994 will not exceed
$10,000,000; and
(d) .not more than $10,000,000 of obligations issued by the City
during calendar year 1994 have been designated. for purposes of Section
265(b)(3) of the Code.
7.04. The City shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designations made by this
section .
7.05. Pursuant to the requirements of Section 147(f) of the Code, the City.
shall hold a public hearing on February 14, 1994. The City Clerk is authorized to
publish a notice of public hearing substantially in the form attached as Attachment
B hereto in a newspaper of general circulation in the City not less than fourteen (14)
days prior to the date fixed for the hearing and in the official newspaper of the City.
Passed and adopted this 24th day of January, 1994, by the City Council of the
City of Richfield, Minnesota.
Martin Kir ,Mayor
Attest
fihor~i~~ ~• Ferber City Clerk
Resolution No. 8106
ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$1,080,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 198?
CITY OF RICHFIELD
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Richfield, Hennepin County, Minnesota, there have been called for redemption and
prepayment on _
February 1, 1997
all outstanding bonds of the City designated as General Obligation Improvement
Bonds of 1987, dated September 1, 1987, having stated maturity dates of February 1
in the years 1998 through 2008, both inclusive, totalling $550, 000 in principal
amount, and with the following CUSIP numbers
Year of Maturity
CUSIP
1998 763325 VS3
1999 763325 VT1
2000 763325 VU8
2001 763325 VV6
2002 763325 VW4
2003 763325 VX2
2004 763325 VYO
2005 763325 VZ7
2006 763325 WA1
2007 763325 WB9
2008 763325 WC7
The bonds are being called at a price of par plus accrued interest to February 1,
1997, on which date all interest on said bonds will cease to accrue. Holders of the
bonds hereby called for redemption are requested to present their bonds for payment
at the main office of National City Bank of Minneapolis, in the City of Minneapolis,
Minnesota, on or before February 1, 1997.
The Trustee shall not be responsible for the selection or use of the CUSIP
number, nor is any representation made as to the correctness indicated in the
Redemption Notice or on any Bond. It is included solely for convenience of the
Holders .
Dated: January 24, 1994.
BY ORDER OF THE CITY COUNCIL
By /s/ James Prosser
City Manager
City of Richfield, Minnesota
Resolution No. 8106
ATTACHMENT B
CITY OF RICHFIELD, MINNESOTA
NOTICE OF PUBLIC HEARING
NOTICE IS HEREBY GIVEN, that the City Council of the City of Richfield,
Minnesota (the "City") will meet in the Council chambers in the City Hall in the City
of Richfield at 7:00 P.M. on Monday, February 14, 1994, to conduct a public hearing
on a proposal that the City undertake to issue refunding bonds (the "Bonds") to
refund bonds previously issued to finance a project pursuant to Minnesota Statutes,
Chapter 429. The project consisted of the purchase and installation of a fire
suppression system in The Academy of Holy Angels School located at 6600 Nicollet
Avenue in the City and owned by The Academy of Holy Angels, a Minnesota nonprofit
corporation. The total principal amount of the proposed Bonds will be approximately
$575, 000. The Bonds shall be general obligations of the City and shall be payable
primarily from special assessments pledged to the payment thereof . The full faith
and credit of the City has been irrevocably pledged for payment of the Bonds, and
the City Council has obligated itself to levy taxes on all of the taxable property in
the City in the event of any deficiency in special assessments pledged, which taxes
may be levied without limitation as to rate or amount .
All persons interested may appear and be heard at the time and place set forth
above, or may file written comments with the City Clerk prior. to the date of the
hearing set forth above.
BY ORDER OF THE CITY COUNCIL
/ s / Thomas P . Ferber
City Clerk