03-28 Resolution No. 11348Extract of Minutes of Meeting
of the City Council of the City of
Richfield, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Richfield, Minnesota, was duly held in the Municipal Center in said City on Tuesday, March 28, 2017,
commencing at 7:00 P.M.
The following members were present:
Mayor Elliott, Councilmembers Garcia, Howard, and Regan Gonzalez
and the following were absent:
None
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 Street Reconstruction Bonds,
Series 2017A, to be issued in the aggregate principal amount of $9,130,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Terms of Proposal for the Bonds. The proposals were as set forth in EXHIBIT A attached.
After due consideration of the proposals, Mayor Elliott then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
4960890 JAE RC145-706
RESOLUTION NO. 11348
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION STREET RECONSTRUCTION BONDS,
SERIES 2017A, IN THE ORIGINAL AGGREGATE PRINCIPAL
AMOUNT OF $9,130,000; 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, Hennepin County, Minnesota
(the "City") as follows:
Section 1. Sale of Bonds.
1.01. Authority.
(a) Pursuant to Minnesota Statutes, Chapter 475, as amended, specifically
Section 475.58, subdivision 3b (the "Act"), the City is authorized to finance all or a portion of the
cost of street reconstruction projects by the issuance of general obligation bonds of the City
payable from ad valorem taxes.
(b) On April 12, 2016, following a duly noticed public hearing, the City Council of
the City adopted a five-year street reconstruction plan (the "Plan") describing the streets to be
reconstructed, estimated costs, and any planned reconstruction of other streets in the City and
approved the issuance of obligations by vote of all of the members thereof, all pursuant to the Act.
(c) Expenditures described in the Plan for 2017 include, among other projects, the
reconstruction of 66th Street (the "Street Reconstruction"). The City estimates that the total cost of
the Street Reconstruction for 2017 is $9,130,000, including capitalized interest, costs of issuance,
and bond discount.
(d) The City Council has determined that, within thirty (30) days after the hearing, no
petition for a referendum on the issuance of bonds to pay costs of the Street Reconstruction was
received by the City in accordance with the Act.
(e) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Street Reconstruction Bonds,
Series 2017A (the "Bonds"), in the original aggregate principal amount of $9,130,000, pursuant to
the Act, to provide financing for the Street Reconstruction.
(f) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate
the sale of the Bonds, it being determined that the City has retained an independent financial
advisor in connection with such sale. The actions of the City staff and municipal advisor in
negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. The proposal of PNC Capital Markets LLC,
Philadelphia, Pennsylvania (the "Purchaser"), to purchase the Bonds is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $9,253,626.90
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(par amount of $9,130,000.00, plus original issue premium of $196,523.65, less original issue discount
$4,421.75, less underwriter's discount of $68,475.00), plus accrued interest to date of delivery, if any, for Bonds
bearing interest as follows:
Year Interest Rate
Year Interest Rate
2019
2.000%
2024
3.000%
2020
2.000
2025
3.000
2021
3.500
2026
2.500
2022
3.500
2037*
2.500
2023
3.500
2038
3.000
* Term Bond
True interest cost: 2.4916635%
1.03. Purchase Contract. The sum of $196,666.90, being the amount proposed by the Purchaser in
excess of $9,056,960.00, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Construction Fund hereinafter created, as determined by the Finance Manager of the City in consultation with the
City's municipal advisor. The Finance Manager is directed to retain the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers.
The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds
pursuant to the Act, in the total principal amount of $9,130,000, originally dated April 20, 2017, in the
denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as
above set forth, and maturing serially on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2019
$ 350,000
2024
$ 405,000
2020
355,000
2025
415,000
2021
365,000
2026
430,000
2022
375,000
2037*
5,470,000
2023
390,000
2038
575,000
* Term Bond
1.05. Optional Redemption. The City may elect on February 1, 2026, and on any day thereafter to
prepay Bonds due on or after February 1, 2037. Redemption may be in whole or in part and if in part, at the
option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such
maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
1.06. Mandatory Redemption. The Bonds maturing on February 1, 2037 shall hereinafter be referred
to collectively as the "Term Bond." The principal amount of the Term Bond subject to mandatory sinking fund
redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the
4960890 JAE RC145-706
Term Bond credited against future mandatory sinking fund redemptions of such Term Bond in such order as the
City shall determine. The Term Bond is subject to mandatory sinking fund redemption and shall be redeemed in
part at par plus accrued interest on February 1 of the following years and in the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
February 1. 2037 Bond
2027
$ 440,000
2028
450,000
2029
460,000
2030
470,000
2031
485,000
2032
495,000
2033
510,000
2034
520,000
2035
535,000
2036
545,000
2037*
560,000
*Maturity
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon
and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the
Registrar described herein.
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 the Bond will be dated as of the date of authentication, or (ii) the date of
authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of
original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing
February 1, 2018, 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 such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent and
paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar
with respect thereto are as follows:
(a) RRe ister. 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 any transfer
4960890 JAE RC145-706
after the fifteenth day of the month preceding each interest payment date and until that interest payment
date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal
amount and maturity as requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer 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 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 the Bond to the extent of the
sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof
for a transfer or exchange of Bonds 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 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 (postage prepaid) to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice if required by
law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called for redemption
will cease to bear interest after the specified redemption date, provided that the funds for the redemption
are on deposit with the place of payment at that time.
4960890 JAE RC145-706
2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Roseville, Minnesota, as the initial Registrar. The Mayor and the City Manager are authorized to execute and
deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with
another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such
business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed. The City reserves the right to
remove the Registrar upon thirty (3 0) 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 the City 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
Finance Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager,
provided that those signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer
whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the
delivery of a Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same
as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or
obligatory for any purpose or entitled to any security or benefit under this resolution unless and until a certificate
of authentication on the Bond has been duly executed by the manual signature of an authorized representative of
the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and
delivered under this resolution. When the Bonds have been so prepared, executed and authenticated, the Finance
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 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 EXHIBIT B attached hereto 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. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form set
forth in EXHIBIT B.
3.02. Approving 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 cause the opinion to be printed on or accompany each
Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Street
Reconstruction Bonds, Series 2017A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt
Service Fund shall 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 Finance Manager shall
timely deposit in the Debt Service Fund the ad valorem taxes levied herein (the "Taxes"), which Taxes are
pledged to the Debt Service Fund. There is also appropriated to the Debt Service Fund (i) capitalized interest
4960890 JAE RC145-706
financed from the proceeds of the Bonds, if any; and (ii) amounts over the minimum purchase price paid by the
Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03 hereof.
4.02. Construction Fund. The City hereby creates the General Obligation Street Reconstruction
Bonds, Series 2017A Construction Fund (the "Construction Fund"). Proceeds of the Bonds, less the
appropriations made in Section 4.01 hereof, together with the Taxes and any other funds appropriated for the
Street Reconstruction collected during construction, will be deposited in the Construction Fund to be used solely
to defray expenses of the Street Reconstruction and the payment of principal and interest on the Bonds prior to
the completion and payment of all costs of the Street Reconstruction. When the Street Reconstruction is
completed and the cost thereof paid, the Construction Fund is to be closed and any funds remaining may be
deposited in the Debt Service Fund.
4.03. General Obligation Pledge. For the prompt and full payment of the principal of and interest on
the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be and are
hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all principal and
interest then due on the Bonds and any other bonds payable therefrom, the deficiency will 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 Debt Service Fund when a sufficient balance is available therein.
4.04. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Bonds,
there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City,
which will be spread upon the tax rolls and collected with and as part of other general taxes of the City.
The Taxes will be credited to the Debt Service Fund above provided and will be in the years and amounts
as attached hereto as EXHIBIT C.
4.05. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount. It
is hereby determined that the estimated collections of Taxes will produce at least five percent (5%) in
excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax
levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the City makes
its annual tax levies the Finance Manager may certify to the Taxpayer Services Division Manager of
Hennepin County, Minnesota (the "Taxpayer Services Division Manager") the amount available in the
Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services
Division Manager will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Registration of Resolution. 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 Section
475.63 of the Act.
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 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, will be deemed representations of the City as to the facts
stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Manager, and the Finance Manager
are authorized and directed to certify that they have examined the Official Statement prepared and circulated in
4960890 JAE RC145-706
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.
5.03. Other Certificates. The Mayor, City Manager, Finance Manager, and City Clerk are
hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as
a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or
the organization of the City or incumbency of its officers, at the closing the Mayor, the City Manager, and
the Finance Manager shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond proceeds allocable to the payment of issuance expenses to K1emBank, Chaska, Minnesota on the
closing date for further distribution as directed by the City's municipal advisor, Ehlers & Associates, Inc.
Section 6. Tax Covenant.
6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which
would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such
actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its
power that may be necessary to ensure that such interest will not become subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds.
6.02. Rebate. 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.
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds
or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements
and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City 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 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 2017 will not exceed $10,000,000; and
4960890 JAE RC145-706 8
(d) not more than $10,000,000 of obligations issued by the City during calendar year 2017
have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-Entr�ystem; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed
fully registered Bond for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the
ownership of each Bond will be registered in the registration books kept by the Registrar in the name of Cede &
Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns
("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no
responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for
which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a
Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect
to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest
in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as
shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any
notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of
Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the
Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of
payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers
with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if
any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the
registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and
discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds
to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the
registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this
resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined
to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of
DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the
Registrar and Paying Agent.
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 Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar
subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all
representations of the City in the Representation Letter with respect to the Registrar and Paying Agent,
respectively, to be complied with at all times.
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 Bonds that they be able to
obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability
through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as
4960890 JAE RC145-706
requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC
may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the
City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor
securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of
payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary,
so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to
principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and
given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation
Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means
that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of
issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in
accordance with the terms thereof.
8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure
Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply with the
Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however,
any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or
specific performance by court order, to cause the City to comply with its obligations under this section.
Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided
in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will
cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the
principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds
which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment
thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.
4960890 JAE RC145-706 10
The motion for the adoption of the foregoing resolution was duly seconded by Member Howard,
and upon vote being taken thereon, the following voted in favor thereof:
Mayor Elliott, Councilmembers Garcia, Howard, and Regan Gonzalez
and the following voted against the same:
None
whereupon said resolution was declared duly passed and adopted.
4960890 JAE RC145-706 11
Passed and adopted this 28th day of March,2017.
Pat Elliott, Mayor
Attest:
Elizabeth VanHoose, City Clerk
496089v2 JAE RC145-706 12
EXHIBIT A
PROPOSALS
4960890 JAE RC145-706 A_1
EHLERS
BID TABULATION FAVFRS IN PLIBUC
S9,335,000* General Obligation Street Reconstruction Bonds, Series 2017A
City of Richf leld, Minnesota
SALE: March 28, 2017
AWARD: PNC CAPITAL MARKETS LLC
Ratiug: S&P CilotmRriting-'AA+"
XVUE OF BIDDER
XISTC F
JTY
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4960890 JAE RC145-706 A-2
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City of Richfield. Minnesou
Cieneral Oblizrion Street Reconitniction Boack. Sents 21) ISA
4960890 JAE RC145-706 A-3
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City of Richfield. Minnesou
Cieneral Oblizrion Street Recon itniction Boack. Sents 21) I"A
4960890 JAE RC145-706 A-4
NET FREE
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Bid Tibulatiou
City of Richfield. Minnesou
Cieneral Oblizrion Street Reconitniction Boack. Sents 21) I�A
4960890 JAE RC145-706 A-5
NET FREE
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Bid Tibulatiou
City of Richfield. Minnesou
Cieneral Oblizrion Street Recon itniction Boack. Sents 21J17A
4960890 JAE RC145-706 A-6
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STREET RECONSTRUCTION BOND
SERIES 2017A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20 April 20, 2017
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 hereby promises
to pay to the Registered Owner specified above 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 (calculated on the basis of a 360 -day year of twelve 30 day months), payable February 1 and August 1 in
each year, commencing February 1, 2018, 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 Bond Trust Services Corporation, Roseville,
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, 2026, and on any day thereafter to prepay Bonds due on or after
February 1, 2037. Redemption may be in whole or in part and if in part, at the option of the City and in
such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the
City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be
redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to
be redeemed. Prepayments will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2037 shall hereinafter be referred to collectively as the "Term
Bond." The principal amount of the Term Bond subject to mandatory sinking fund redemption on any date may
be reduced through earlier optional redemptions, with any partial redemptions of the Term Bond credited against
future mandatory sinking fund redemptions of such Term Bond in such order as the City shall determine. The
Term Bond is subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued
interest on February 1 of the following years and in the principal amounts as follows:
4960890 JAE RC145-706 B-1
Sinking Fund Installment Date Principal Amount
February 1. 2037 Bond
2027
$ 440,000
2028
450,000
2029
460,000
2030
470,000
2031
485,000
2032
495,000
2033
510,000
2034
520,000
2035
535,000
2036
545,000
2037*
560,000
*Maturity
This Bond is one of an issue in the aggregate principal amount of $9,130,000 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 March 28, 2017 (the "Resolution"), for the
purpose of providing money to defray the expenses incurred and to be incurred in making certain street
reconstruction improvements, 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, as
amended, specifically, Section 475.58, subdivision 3b. The principal hereof and interest hereon are
payable 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 Bond and the City Council has obligated itself to levy additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which additional
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.
The City Council has designated the issue of Bonds of 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.
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 will be affected by any
notice to the contrary.
4960890 JAE RC145-706 B-2
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance of
this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional, charter, or statutory
limitation of indebtedness.
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 or manual signatures of the
Mayor and City Manager and has caused this Bond to be dated as of the date set forth below.
Dated: April 20, 2017
CITY OF RICHFIELD, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES CORPORATION
LOW
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
4960890 JAE RC145-706 B_3
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Crust) (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 Bond and all rights thereunder, and does hereby
irrevocably constitute and appoint attorney to transfer the said Bond on the
books kept for registration of the within Bond, with full power of substitution in the premises.
Dated
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or any
change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer
Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock
Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be
determined by the Registrar in addition to, or in substitution for, STEMP, SEMP or MSP, all in accordance with
the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
4960890 JAE RC145-706 B-4
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books of the
Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Cede & Co.
Federal ID 413-2555119
4960890 JAE RC145-706 B-5
Signature of
Officer of Re_isg tray
EXHIBIT C
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2018
$ 622,650.00
2019
620,550.00
2020
623,595.00
2021
620,681.25
2022
622,650.00
2023
624,067.50
2024
621,810.00
2025
624,487.50
2026
623,700.00
2027
622,650.00
2028
621,337.50
2029
619,762.50
2030
623,175.00
2031
620,943.75
2032
623,700.00
2033
620,812.50
2034
622,912.50
2035
619,368.75
2036
620,812.50
2037
621,862.50
* Year tax levy collected.
4960890 JAE RC145-706 C_1
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF RICHFIELD )
I, being the duly qualified and acting City Clerk of the City of Richfield, Hennepin County,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract
of minutes of a regular meeting of the City Council of the City held on March 28, 2017 with the original
minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar as they
relate to the issuance and sale of the City's General Obligation Street Reconstruction Bonds, Series 2017A,
in the original aggregate principal amount of $9,130,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of 12017.
City Clerk
City of Richfield, Minnesota
(SEAL)
4960890 JAE RC145-706