Loading...
16-11247r Extract of Minutes of Meeting of the City Council of the City of Richfield, Hennepin County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Richfield, Minnesota, was duly held in the City Hall in said City on Tuesday, September 13, 2016, commencing at 7:00 P.M. The following members were present: Michael Howard, Mayor Pro Tempore; Edwina Garcia; Tom Fitzhenry; and Pat Elliott. and the following were absent: Debbie Goettel, Mayor * * * * * * * * * The Mayor announced that the next order of business was consideration of the sale of the City’s General Obligation Refunding Bonds, Series 2016C. Council Member Elliott then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 485330v2 JAE RC145-700 RESOLUTION NO. 11247 A RESOLUTION PROVIDING FOR THE SALE OF GENERAL OBLIGATION REFUNDING BONDS, SERIES 2016C; ESTABLISHING A PRICING COMMITTEE; 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 (the “City”) as follows: Section 1. Sale of Bonds. 1.01. Background; Authorization. (a) The City issued its General Obligation Capital Improvement Plan Bonds, Series 2008A (the “Refunded Bonds”), in the original aggregate principal amount of $9,480,000, currently outstanding in the principal amount of $7,395,000, of which $6,065,000 is subject to optional redemption on or after February 1, 2019. The Refunded Bonds were issued pursuant to Minnesota Statutes, Chapter 475, as amended (the “Act”), including Section 475.521, to finance the construction of a new Police/Fire/City Hall facility in the City (the “Project”). (b) The City is authorized by 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. (c) The City finds it necessary and desirable for the reduction of debt service costs to issue its General Obligation Bonds, Series 2016A (the “Bonds”), in the maximum principal amount of $6,305,000, to achieve the crossover refunding of the Refunded Bonds by refunding in advance of maturity on February 1, 2019 (the “Redemption Date”) the 2020 through 2029 maturities of the Refunded Bonds. (d) The City has retained Ehlers & Associates, Inc., in Roseville, Minnesota (the “Municipal Advisor”), as its independent municipal advisor, and hereby authorizes the Municipal Advisor to assist the City in the sale of the Bonds. In connection with the sale of the Bonds, the officers or employees of the City are hereby authorized to cooperate with the Municipal Advisor and participate in the preparation of an official statement for the Bonds and to execute and deliver it on behalf of the City upon its completion. (e) The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined that the City has retained the Municipal Advisor as an independent financial advisor in connection with such sale. The actions of the City staff and the Municipal Advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Pricing Committee. The City hereby establishes a pricing committee with respect to the Bonds comprising the City’s Finance Manager, the City Manager, and Mayor Debbie Goettel (the 485330v2 JAE RC145-700 2 “Pricing Committee”). The Pricing Committee is authorized and directed, with the advice of the Municipal Advisor, to review proposals for the sale of the Bonds based on the following parameters: (i) the principal amount of the Bonds shall not exceed $6,305,000; (ii) the true interest cost of the Bonds shall not exceed 1.900000%; and (iii) the present value of such debt service or interest cost savings (the “Reduction”) shall be at least nine percent (9%) of the debt service on the Refunded Bonds. The City hereby approves the sale of the Bonds to the purchaser selected by the Pricing Committee (the “Purchaser”) at the price, principal amount, and rates to be determined by the Pricing Committee. 1.03. Pricing Committee Certificate. The Pricing Committee shall meet to award the sale of the Bonds to the Purchaser. Upon awarding the sale of the Bonds, the Pricing Committee shall complete and sign a certificate (the “Pricing Committee Certificate”) in substantially the form set forth in EXHIBIT A attached hereto and attach the final levy to such certificate. The City Clerk is authorized and directed to attach the Pricing Committee Certificate, when complete, to this resolution. 1.04. Purchase Contract. The Mayor and the City Manager, or their designees, are hereby authorized and directed to execute a contract with the Purchaser on behalf of the City. 1.05. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, originally dated as of delivery, in the denomination of $5,000 each or any integral multiple thereof, and numbered No. R-1 upward, bearing interest as determined by the Pricing Committee and maturing in the years and amounts as determined by the Pricing Committee. 1.06. Optional Redemption. The Pricing Committee will determine whether the Bonds will be subject to optional redemption prior to maturity. If the Bonds are subject to optional redemption, the following provisions shall apply: 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 8 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. 1.07. Mandatory Redemption; Term Bonds. The Bonds may be subject to mandatory sinking fund redemption if so requested by the Purchaser and approved by the Pricing Committee. 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 shall be payable as determined by the Pricing Committee 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. 485330v2 JAE RC145-700 3 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) 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 any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner’s attorney in writing. (d) Cancellation. Bonds surrendered upon transfer 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 485330v2 JAE RC145-700 4 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. If the Pricing Committee authorizes the Bonds to be subject to optional redemption prior to maturity, the following provisions shall apply: 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. 2.04. Appointment of Initial Registrar. The City appoints Bond Trust Services Corporation, Roseville, Minnesota, or another financial institution as selected by the Pricing Committee, as the initial Registrar. The Mayor and the City Manager are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days’ notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the bond register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the 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 City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary 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. 485330v2 JAE RC145-700 5 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 Clerk 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. For the convenience and proper administration of the moneys to be borrowed and repaid on the Bonds, and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be designated the General Obligation Refunding Bonds, Series 2016C Debt Service Fund (the “Debt Service 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 Debt Service Fund will 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 have been fully paid. To the Debt Service Fund, there is hereby pledged and irrevocably appropriated and there will be credited: (i) ad valorem taxes hereinafter levied for the payment of the Bonds and interest thereon (the “Taxes”); (ii) any balance remitted to the City upon the termination of the Escrow Agreement (as defined herein); (iii) all investment earnings on funds in the Debt Service Fund; and (iv) all other moneys which are properly available and are appropriated by the City Council to the Debt Service Fund. 4.02. Escrow Fund. A portion of the proceeds of the Bonds will be deposited in a separate fund (the “Escrow Fund”) maintained by U.S. Bank National Association, in Saint Paul, Minnesota, acting as escrow agent (the “Escrow Agent”). Such funds will be received by the Escrow Agent and applied to fund the Escrow Fund or to pay costs of issuing the Bonds. Proceeds of the Bonds not used to pay costs of issuance on the Bonds are hereby irrevocably pledged and appropriated to the Escrow Fund, together with all investment earnings thereon. The Escrow Fund will be invested in securities maturing or callable at the option of the holder on such dates and bearing interest at such rates as will be required to provide sufficient funds, together with any cash or other funds retained in the Escrow Fund, to (i) pay when due the interest to accrue on the Bonds to and including the Redemption Date; and (ii) pay on the Redemption Date the principal amount of the Refunded Bonds then outstanding. Other than moneys in the Escrow Fund used to pay costs of issuance of the Bonds, the Escrow Fund will be irrevocably appropriated to the payment of the principal of and interest on the Refunded Bonds until the proceeds of the Bonds therein are applied to prepayment of the Refunded Bonds. The moneys in the Escrow Fund will be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Fund may be remitted to the City, all in accordance with the Escrow Agreement by and between the City and the Escrow Agent. Any moneys remitted to the City upon termination of the Escrow Agreement will be deposited to the Debt Service Fund. 4.03. Prior Debt Service Fund. The debt service fund heretofore established for the Refunded Bonds pursuant to the resolution authorizing the issuance and sale of the Refunded Bonds (the “Prior Resolution”) shall be terminated on the Redemption Date and all monies therein are hereby transferred to the Debt Service Fund herein created. 485330v2 JAE RC145-700 6 4.04. 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 Escrow Fund or 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 Escrow Fund or Debt Service Fund when a sufficient balance is available therein. 4.05. Pledge of Tax Levies. (a) To provide moneys for payment of the principal of and interest on the Bonds maturing after the Redemption Date, there is hereby 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 ad valorem taxes will be credited to the Debt Service Fund above provided and will be in the years and in the amounts as determined by the Pricing Committee. (b) The tax levies are such that if collected in full they, together with estimated collections of investment earnings (and until the Redemption Date, of all amounts in the Escrow Fund), and other revenues herein pledged for the payment of the Bonds, 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 levies will be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right to reduce the levies in the manner and to the extent permitted by Section 475.61, subdivision 3 of the Act. 4.06. Cancellation of Prior Levy after Redemption Date. Following the payment in full of all outstanding principal of and interest on the Refunded Bonds on the Redemption Date, the Finance Manager is hereby directed to certify such fact to and request the Taxpayer Services Division Manager of Hennepin County, Minnesota (the “Taxpayer Services Division Manager”) to cancel any and all tax levies made for the Refunded Bonds pursuant to the Prior Resolution. 4.07. Filing of Resolution. The City Clerk is authorized and directed to file a certified copy of this resolution, together with the executed Pricing Committee Certificate, with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. Section 5. Refunding; Findings; Redemption of Refunded Bonds. 5.01. Purpose of Refunding. The 2020 through 2029 maturities of the Refunded Bonds will be called for redemption on the Redemption Date in the amount of $6,065,000. It is hereby found and determined that based upon information presently available from the Municipal Advisor, the issuance of the Bonds, a portion of which will be used to redeem and prepay the Refunded Bonds, is consistent with covenants made with the holders of the Refunded Bonds. 5.02. Findings. It is hereby found and determined that based upon information presently available from the Municipal Advisor and as required by Section 1.02 hereof, the issuance of the Bonds will result in a reduction of debt service cost to the City on the Refunded Bonds, such that the Reduction is at least three percent (3%) of the debt service on the Refunded Bonds, as required by the Act. The Reduction, after the inclusion of all authorized expenses of refunding in the computation of the effective interest rate on the Bonds, is adequate to authorize the issuance of the Bonds as provided by Section 475.67, subdivisions 12 and 13 of the Act. 485330v2 JAE RC145-700 7 5.03. Proceeds Pledged to the Escrow Fund. As of the date of delivery of and payment for the Bonds, proceeds of the Bonds are hereby pledged and appropriated and will be deposited in the Escrow Fund in amounts necessary to pay interest on the Bonds to and including the Redemption Date and to redeem on the Redemption Date the principal amount of the Refunded Bonds then outstanding. Proceeds of the Bonds will also be deposited in the Escrow Fund to pay the costs of issuance of the Bonds. 5.04. Securities to Fund Escrow Fund. Securities purchased, if any, from the moneys in the Escrow Fund will be limited to securities specified in Section 475.67, subdivision 8 of the Act. The Municipal Advisor and/or U.S. Bank National Association, 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 Fund. Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited with the Escrow Agent and held pursuant to the terms of the Escrow Agreement and this resolution. 5.05. Notice of Call for Redemption. So long as the Pricing Committee has executed the Pricing Committee Certificate, the Refunded Bonds maturing on February 1, 2020 and thereafter will be redeemed and prepaid on the Redemption Date 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 EXHIBIT C, which terms and conditions are hereby approved and incorporated herein by reference. The registrar for the Refunded Bonds is authorized and directed to send a copy of the Notice of Call for Redemption to each registered holder of the Refunded Bonds. 5.06. Escrow Agreement. On or prior to the delivery of the Bonds, the Mayor and the City Manager are hereby authorized and directed to execute on behalf of the City an escrow agreement (the “Escrow Agreement”) with the Escrow Agent in substantially the form now on file with the City 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. Section 6. Authentication of Transcript. 6.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Official Statement. The Mayor, City Manager, and Finance Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 6.03. Other Certificates. The Mayor, City Manager, and Finance Manager 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 485330v2 JAE RC145-700 8 material litigation, and the Finance Manager shall also execute and deliver a certificate as to payment for and delivery of the Bonds. 6.04. Payment of Costs of Issuance. Costs of issuance of the Bonds will be paid by the Escrow Agent pursuant to the Escrow Agreement. Section 7. Tax Covenant. 7.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 7.02. 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. 7.03. 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. 7.04. 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 2016 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2016 have been designated for purposes of Section 265(b)(3) of the Code. 7.05. 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 8. Book-Entry System; Limited Obligation of City. 8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities as determined by the Pricing Committee. Upon initial issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the 485330v2 JAE RC145-700 9 name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns (“DTC”). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 8.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”) or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City’s obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words “Cede & Co.” will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 8.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 8.04. Transfers Outside Book-Entry 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 requested by DTC and any other registered owners in accordance with the provisions of this resolution. DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 8.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and 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. 485330v2 JAE RC145-700 10 Section 9. Continuing Disclosure. 9.01. 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. 9.02. 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 10. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. Section 11. Effective Date. This resolution shall be in full force and effect following its adoption; provided, however, that if the Pricing Committee has not executed the Pricing Committee Certificate within one year of the date hereof, this resolution shall expire. 485330v2 JAE RC145-700 11 The motion for the adoption of the foregoing resolution was duly seconded by Council Member Fitzhenry, and upon vote being taken thereon, the following voted in favor thereof: Michael Howard, Mayor Pro Tempore; Edwina Garcia; Tom Fitzhenry; and Pat Elliott. and the following voted against the same: None. whereupon said resolution was declared duly passed and adopted. 485330v2 JAE RC145-700 12 Passed and adopted this 13th day of September,2016. 111 Michael •wan,Mayor 'ro Tempore Attest: LIA5c Elizabeth VanHoose, City Clerk 485330v2 JAE RC145-700 13 EXHIBIT A FORM OF PRICING COMMITTEE CERTIFICATE $__________ City of Richfield, Minnesota General Obligation Refunding Bonds Series 2016C PRICING COMMITTEE CERTIFICATE ___________, 2016 On behalf of the City of Richfield, Minnesota (the “City”), the undersigned hereby certify in connection with the issuance and sale of the General Obligation Refunding Bonds, Series 2016C (the “Bonds”), in the original aggregate principal amount of $__________, as follows: 1. Authorization. Pursuant to a resolution adopted by the City Council of the City on September 13, 2016 (the “Resolution”), a pricing committee was established by the City comprised of the City’s Finance Manager, the City Manager, and Mayor Debbie Goettel (the “Pricing Committee”). The Pricing Committee was authorized to act as the authorized representatives of the City with respect to the sale of the Bonds and to make such determinations, approvals, authorizations, consents, and take such other actions on behalf of the City as provided in the Resolution, with the advice of Ehlers & Associates, Inc., the municipal advisor to the City. Such authorization has not been revoked, withdrawn, or otherwise modified. 2. Duties. The Pricing Committee is to participate in the pricing of the Bonds and approve the terms of the Bonds. The Bonds are to be awarded by the Pricing Committee on behalf of the City, based on the conformity of the proposals with the parameters and terms set forth in Section 1.02 of the Resolution. 3. Award and Terms. In accordance with applicable terms of the Resolution, the Pricing Committee has approved the sale of the Bonds to ____________________ (the “Purchaser”), at a purchase price of $_________________ (par amount of $____________, \[plus original issue premium of $________,\] \[less original issue discount of $_________,\] less an underwriter’s discount of $__________), and has agreed with the Purchaser to the following terms of the Bonds: (a) The original aggregate principal amount of the Bonds is $__________, which is equal to or less than the maximum of $6,305,000. (b) Interest on the Bonds shall be payable semiannually on __________ 1 and ____________ 1, commencing ___________ 1, 20__, at the interest rates set forth in SCHEDULE A attached hereto. (c) The Bonds shall mature on __________ 1, 20____, and shall be payable on the dates and in the amounts set forth in SCHEDULE A attached hereto. (d) The true interest cost of the Bonds is __________%, which is equal to or less than 1.900000%. 485330v2 JAE RC145-700 A-1 (e) The present value of such debt service or interest cost savings is _______%, which is at least nine percent (9%) of the debt service on the Refunded Bonds. (f) As authorized by the Resolution, an ad valorem tax is levied on all taxable property in the City and shall be payable in the years and amounts set forth in SCHEDULE B attached hereto. (g) \[The City may elect on _________ 1, 20__, and on any day thereafter to prepay Bonds due on or after _________ 1, 20__. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.\] \[The Bonds are not subject to optional redemption prior to maturity.\] \[(h) The Bonds maturing on __________ 1, 20__ shall hereinafter be referred to collectively as the “Term Bonds.” The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on __________ 1 of the following years and in the principal amounts as follows: Sinking Fund Installment Date Principal Amount ________ 1, 20__ Term Bonds ____________________ * Maturity\] 4. Capitalized terms used herein that are otherwise not defined shall have the meanings assigned to such terms in the Resolution. 485330v2 JAE RC145-700 A-2 IN WITNESS WHEREOF, the undersigned members of the Pricing Committee have executed this Pricing Committee Certificate dated as of the date and year first written above. PRICING COMMITTEE Debbie Goettel Mayor Steven L. Devich City Manager Chris Regis Finance Manager (Signature Page to Pricing Committee Certificate) 485330v2 JAE RC145-700 A-3 SCHEDULE A PRICING SCHEDULE 485330v2 JAE RC145-700 A-4 SCHEDULE B TAX LEVY SCHEDULE YEAR * TAX LEVY * Year tax levy collected. 485330v2 JAE RC145-700 A-5 EXHIBIT B FORM OF BOND No. R-_____ UNITED STATES OF AMERICA $_________ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION REFUNDING BOND SERIES 2016C Date of Rate Maturity Original Issue CUSIP _________ 1, 20__ ________, 2016 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, payable __________ 1 and __________ 1 in each year, commencing ___________ 1, 20___, 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. \[The City may elect on _________ 1, 20__, and on any day thereafter to prepay Bonds due on or after _________ 1, 20__. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company (“DTC”) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant’s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.\] \[The Bonds are not subject to optional redemption prior to maturity.\] 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 September 13, 2016 (the “Resolution”), for the purpose of providing money to refund in advance of maturity and on their redemption date certain outstanding obligations of the City, 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, including Sections 475.521 and 475.67, subdivision 13. A portion of the interest hereon will 485330v2 JAE RC145-700 B-1 be payable from an escrow fund established in the name of the City. The principal hereof and remaining 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 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. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the 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: September 13, 2016 CITY OF RICHFIELD, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager 485330v2 JAE RC145-700 B-2 ______________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. \[BOND TRUST SERVICES CORPORATION\] By 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: TEN COM -- as tenants in common UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list. ________________________________________ ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto ________________________________________ the within 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: 485330v2 JAE RC145-700 B-3 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.) 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. Signature of Date of Registration Registered Owner Officer of Registrar \[Cede & Co.\] Federal ID #\[13-2555119\] 485330v2 JAE RC145-700 B-4 EXHIBIT C NOTICE OF CALL FOR REDEMPTION $9,480,000 CITY OF RICHFIELD, MINNESOTA GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS SERIES 2008A NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield, Hennepin County, Minnesota (the “City”), there have been called for redemption and prepayment on February 1, 2019 all outstanding bonds designated as General Obligation Capital Improvement Plan Bonds, Series 2008A, dated December 23, 2008, issued by the City of Richfield, Minnesota, having stated maturity dates of February 1 in the years 2020 through 2029, both inclusive, totaling $6,065,000 in principal amount, and with the following CUSIP numbers: Year of Maturity Amount CUSIP 2020 $ 485,000 763325 2E6 2021 505,000 763325 2F3 2022 530,000 763325 2G1 2023 555,000 763325 2H9 2024 585,000 763325 2J5 2025 615,000 763325 2K2 2027 1,325,000 763325 2M8 2028 715,000 763325 2N6 2029 750,000 763325 2P1 The bonds are being called at a price of par plus accrued interest to February 1, 2019, 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 Wells Fargo Bank, National Association, Minneapolis, Minnesota, at the following address, on or before February 1, 2019: Registered/Certified Mail: Air Courier: In Person: Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Wells Fargo Bank, N.A. Corporate Trust Operations Corporate Trust Services Northstar East Building th P.O. Box 1517 600 South Fourth Street 608 2nd Ave. So., 12 Fl. Minneapolis, MN 55480-1517 MAC N9300-060 Minneapolis, MN Minneapolis, MN 55479 Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act of 2009, the paying agent is required to withhold a specified percentage of the principal amount of the redemption price payable to the holder of any bonds subject to redemption and prepayment on the redemption date, unless the paying agent is provided with the Social Security Number or Federal 485330v2 JAE RC145-700 C-1 Employer Identification Number of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification Number and Certification, Form W-9 (Rev. December 2011), will satisfy the requirements of this paragraph. Dated: September 13, 2016. BY ORDER OF THE CITY COUNCIL OF THE CITY OF RICHFIELD, MINNESOTA By /s/ Steven L. Devich City Manager City of Richfield, Minnesota 485330v2 JAE RC145-700 C-2 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 September 13, 2016 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 Refunding Bonds, Series 2016C. WITNESS My hand officially as such City Clerk and the corporate seal of the City this 13th day of September, 2016. City Clerk City of Richfield, Minnesota (SEAL) 485330v2 JAE RC145-700