10-27 Resolution No. 11787
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 by teleconference or other electronic means on Tuesday,
October 27, 2020, commencing at 7:00 P.M. The teleconference was held in accordance with Minnesota
Statutes, Section 13D.021, and pursuant to a resolution adopted by the City Council on March 18, 2020.
The following members were present:
and the following were absent:
* * * * * * * * *
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 Refunding Bonds, Series 2020B, to
be issued in the original aggregate principal amount of $3,110,000.
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, Member then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent, and
moved its adoption:
RESOLUTION NO.
RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION REFUNDING BONDS, SERIES 2020B, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $3,110,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING
THEIR EXECUTION AND DELIVERY; PROVIDING FOR
THEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION
OF BONDS REFUNDED THEREBY
BE IT RESOLVED By the City Council (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 including
Section 475.58, subdivision 3b (the “Street Reconstruction Act”), the City issued its General
Obligation Street Reconstruction Bonds, Series 2012A (the “Refunded Street Reconstruction
Bonds”), dated September 6, 2012, in the original aggregate principal amount of $2,120,000,
currently outstanding in the principal amount of $1,485,000, of which $1,385,000 in principal
amount is subject to redemption on or after February 1, 2021. The proceeds of the Refunded
Street Reconstruction Bonds financed the costs of street reconstruction projects authorized under
the City’s five-year street reconstruction plan adopted by the City Council on August 9, 2011 (the
“Street Reconstruction”).
(b)Pursuant to Minnesota Statutes, Chapters 444 and 475, as amended (the “Utility
Revenue Act”), the City issued its General Obligation Stormwater Revenue Bonds, Series 2013B
(the “Refunded Stormwater Revenue Bonds”), dated March 21, 2013, in the original aggregate
principal amount of $2,770,000, currently outstanding in the principal amount of $1,905,000, of
which $1,775,000 in principal amount is subject to redemption on or after February 1, 2021. The
proceeds of the Refunded Stormwater Revenue Bonds were used to finance a regional
stormwater treatment facility to treat the entire Taft Lake watershed (the “Stormwater System
Improvements”). The City and the Minnehaha Creek Watershed District (the “District”) entered
into a Cooperative Agreement, dated February 5, 2013, as amended by the First Amendment to
Cooperative Agreement, dated April 11, 2014 (as amended, the “Original Cooperative
Agreement”), pursuant to which the District pledged stormwater utility charges to the payment of
the Refunded Stormwater Revenue Bonds.
(c)The City is authorized by Minnesota Statutes, Section 475.67, subdivision 3 to
issue and sell its general obligation bonds to refund obligations and the interest thereon before
the due date of the obligations, if consistent with covenants made with the holders thereof, when
determined by the City Council to be necessary or desirable for the reduction of debt service
costs to the City or for the extension or adjustment of maturities in relation to the resources
available for their payment.
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(d)It is necessary and desirable for the reduction of debt service costs to the City
that the City issue its General Obligation Refunding Bonds, Series 2020B (the “Bonds”), in the
original aggregate principal amount of $3,110,000, pursuant to the Street Reconstruction Act and
the Utility Revenue Act (together, the “Act”), specifically Section 475.67, subdivision 3, to
(i)redeem and prepay the outstanding principal amount of the Refunded Street Reconstruction
Bonds on February 1, 2021 (the “Redemption Date”), thereby refinancing the Street
Reconstruction; and (ii) redeem and prepay the outstanding principal amount of the Refunded
Stormwater Revenue Bonds on the Redemption Date, thereby refinancing the Stormwater System
Improvements.
(e)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
municipal 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 Northland Securities, Inc.,
Minneapolis, Minnesota (the “Purchaser”), to purchase the Bonds is hereby determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $3,213,368.97
(par amount of $3,110,000.00, plus original issue premium of $125,038.70, less underwriter’s discount of
$21,669.73), plus accrued interest, if any, to date of delivery, for Bonds bearing interest as follows:
YearInterest Rate Year Interest Rate
20222.000% 20282.000%
20232.00020292.000
20242.00020301.100
20252.00020311.200
20262.00020321.300
20272.00020331.400
True interest cost: 1.0941841%
1.03. Purchase Contract. The sum of $140,688.97, being the amount proposed by the
Purchaser in excess of $3,072,680.00, shall becredited to theaccounts in theDebt Service Fund
hereinafter created or deposited in the Redemption Fund hereinafter created, as determined by the Finance
Director of the City in consultation with the City’s municipal advisor. The Finance Director 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, specifically Section 475.67, subdivision 3, in the total principal amount of
$3,110,000, originally dated November 19, 2020, in the denomination of $5,000 each or any integral
multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and which mature
serially on February 1 in the years and amounts as follows:
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YearAmountYearAmount
2022$220,000 2028 $265,000
2023240,000 2029 270,000
2024240,0002030270,000
2025250,000 2031 275,000
2026250,000 2032 285,000
2027260,0002033285,000
(a)$1,370,000 in principal amount of the Bonds (the “Street Reconstruction
Refunding Bonds”), maturing on February 1 in the years and in the amounts set forth below, will be
used to refund the Refunded Street Reconstruction Bonds and thereby refinance the Street
Reconstruction:
YearAmount Year Amount
2022$100,0002028$115,000
2023105,000 2029 120,000
2024105,000 2030 120,000
2025110,000 2031 120,000
2026110,000 2032 125,000
2027115,000 2033 125,000
(b)The remainder of the Bonds in the principal amount of $1,740,000 (the
“Stormwater Revenue Refunding Bonds”), maturing on February 1 in the years and in the amounts
set forth below, are being issued to refund the Refunded Stormwater Revenue Bonds and thereby
refinance the Stormwater System Improvements:
YearAmount Year Amount
2022$120,000 2028 $150,000
2023135,000 2029 150,000
2024135,0002030150,000
2025140,000 2031 155,000
2026140,000 2032 160,000
2027145,000 2033 160,000
1.05. Optional Redemption. The City may elect on February 1, 2029, and on any day thereafter
to prepay Bonds due on or after February 1, 2030. 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.
Section 2. Registration and Payment.
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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 August 1, 2021, to the registered owners of record as of the close of business on
the fifteenth day of the immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, 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
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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.
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 (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 the City Council, the Finance Director
must transmit to the Registrar monies 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 Director and executed on behalf of the City by the signatures of the Mayor and the City
Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to
be such officer before the delivery of any 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
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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.
Section 3. Form of Bond.
3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form
attached hereto as 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, 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 Refunding
Bonds, Series 2020B Debt Service Fund (the “Debt Service Fund”) hereby created. The Debt Service Fund
shall be administered and maintained by the Finance Director as a bookkeeping account separate and apart
from all other funds maintained in the official financial records of the City. The City will maintain the
following accounts in the Debt Service Fund: the “Street Reconstruction Account” and the “Stormwater
Revenue Account.” Amounts in the Street Reconstruction Account are irrevocably pledged to the Street
Reconstruction Refunding Bonds, and amounts in the Stormwater Revenue Account are irrevocably pledged
to the Stormwater Revenue Refunding Bonds.
(a)Street Reconstruction Account. Proceeds of the ad valorem taxes hereinafter levied
(the “Taxes”) for the payment of the Street Reconstruction Refunding Bonds are hereby pledged to
the Street Reconstruction Account of the Debt Service Fund, and such amounts shall be used to pay
the principal of and interest on the Street Reconstruction Refunding Bonds. There is also
appropriated to the Street Reconstruction Account a pro rata portion of 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.
(b)Stormwater Revenue Account. The City will continue to maintain and operate its
Stormwater Fund to which will be credited all gross revenues of the stormwater system and out of
which will be paid all normal and reasonable expenses of current operations of such system. Any
balance therein is deemed net revenues (the “Net Revenues”) and will be transferred from time to
time to the Stormwater Revenue Account of the Debt Service Fund, which Stormwater Revenue
Account shall be used to pay the principal of and interest on the Stormwater Revenue Refunding
Bonds and any other bonds similarly authorized. Pursuant to Section 444.075, subdivision 3 of the
Utility Revenue Act, the Net Revenues shall include payments made by the District pursuant to
the Original Cooperative Agreement, as amended by the Second Amendment to Cooperative
Agreement (hereinafter defined). There will always be retained in the Stormwater Revenue
Account a sufficient amount to pay principal of and interest on the Stormwater Revenue Refunding
Bonds, and the Finance Director must report any current or anticipated deficiency in the Stormwater
Revenue Account to the City Council. There is appropriated to the Stormwater Revenue Account a
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pro rata portion of 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. Redemption Fund. All proceeds of the Bonds, less the appropriations made in
Section 4.01 hereof and the costs of issuance of the Bonds, will be deposited in a separate fund (the
“Redemption Fund”) to be used solely to redeem and prepay the Refunded Street Reconstruction Bonds
and the Refunded Stormwater Revenue Bonds (together, the “Refunded Bonds”) on the Redemption
Date. Any balance remaining in the Redemption Fund after the redemption of the Refunded Bonds on
the Redemption Date shall be deposited in the accounts within the Debt Service Fund herein created.
4.03. Prior Debt Service Funds.
(a)The debt service fund heretofore established for the Refunded Street
Reconstruction Bonds pursuant to the resolution providing for the issuance and sale of the
Refunded Street Reconstruction Bonds (the “Refunded Street Reconstruction Bonds Resolution”)
shall be closed following the redemption of the Refunded Street Reconstruction Bonds, and all
monies therein shall be transferred to the Street Reconstruction Account of the Debt Service
Fund herein created.
(b)The debt service fund heretofore established for the Refunded Stormwater
Revenue Bonds pursuant to the resolution providing for the issuance and sale of the Refunded
Stormwater Revenue Bonds (the “Refunded Stormwater Revenue Bonds Resolution”) shall be
closed following the redemption of the Refunded Stormwater Revenue Bonds, and all monies
therein shall be transferred to the Stormwater Revenue Account of the Debt Service Fund herein
created.
4.04. Prior Resolution Pledges. The pledges and covenants of the City made by the Refunded
Stormwater Revenue Bonds Resolution relating to the ownership, protection of, and other particulars
governing the operation and financial management of the stormwater system of the City and the
Stormwater System Improvements are restated and confirmed in all respects. The provisions of the
Refunded Stormwater Revenue Bonds Resolution are hereby supplemented to the extent necessary to
give full effect to the provisions hereof.
4.05. 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.
4.06. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the Street
Reconstruction Refunding 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. Such Taxes will be credited to the Street Reconstruction Account of the
Debt Service Fund above provided and will be in the years and amounts attached hereto as EXHIBIT C.
4.07. Certification to Taxpayer Services Division Manager as to Debt Service Fund Amount.
It is hereby determined that the estimated collection of the foregoing Net Revenues and Taxes will
produce at least five percent (5%) in excess of the amount needed to meet when due the principal and
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interest payments on the Bonds. The tax levy herein provided will be irrepealable until all of the Bonds
are paid, provided that at the time the City makes its annual tax levies the Finance Director 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.
4.08. Cancellation of Levy for Refunded Street Reconstruction Bonds. Following the payment
in full of all outstanding principal of and interest due on the Refunded Street Reconstruction Bonds on
the Redemption Date, the Finance Director is hereby directed to certify such fact to and request the
Taxpayer Services Division Manager to cancel any and all tax levies made by the Refunded Street
Reconstruction Bonds Resolution.
4.09. Certification of Taxpayer Services Division Manager as to Registration. The City
Manageris 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. Refunding of Refunded Bonds; Findings; Redemption of Refunded Bonds.
5.01. Purpose of Refunding. On the Redemption Date, the Refunded Street Reconstruction
Bonds will be called for redemption in the principal amount of $1,385,000, and the Refunded Stormwater
Revenue Bonds will be called for redemption in the principal amount of $1,775,000. It is hereby found
and determined that based upon information presently available from the City’s 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 and is necessary and desirable
for the reduction of debt service costs to the City.
5.02. Application of Proceeds of Bonds. It is hereby found and determined that the proceeds
of the Bonds deposited in the Redemption Fund, along with any other funds on hand in the debt service
funds established for the Refunded Bonds, will be sufficient to prepay all of the principal of, interest on
and redemption premium (if any) on the Refunded Bonds.
5.03.Redemption; Date of Redemption; Notices of Call for Redemption. The Refunded
Bonds maturing after the Redemption Date will be redeemed and prepaid on the Redemption Date. The
Refunded Bonds will be redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in the forms of Notice of Call for Redemption attached hereto as
EXHIBITS D-1 and D-2, which terms and conditions are hereby approved and incorporated herein by
reference. The registrars for the Refunded Bonds are authorized and directed to send a copy of the
respective Notice of Call for Redemption to each registered holder of the Refunded Bonds at least thirty
(30)days prior to the Redemption Date.
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.
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6.02.Amended Cooperative Agreement. The Mayor and the City Manager are hereby authorized
and directed to execute on behalf of the City a Second Amendment to Cooperative Agreement (the “Second
Amendment to Cooperative Agreement”) with the District in substantially the form on file with the City.
6.03. Certification as to Official Statement. The Mayor, the City Manager, and the Finance
Directorare hereby authorized and directed to certify that they have examined the Official Statement
prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their
knowledge and belief the offering materials are a complete and accurate representation of the facts and
representations made therein as of the date of the offering materials.
6.04. Other Certificates. The Mayor, the City Manager, and the Finance Director 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 Director shall also execute and deliver to the Purchaser a suitable certificate as to absence of
material litigation, and the Finance Director shall also execute and deliver a certificate as to payment for
and delivery of the Bonds.
6.05. Electronic Signatures. The electronic signature of the Mayor, the City Manager, the City
Clerk, and/or the Finance Director to this resolution, the Second Amendment to Cooperative Agreement,
and any certificate authorized to be executed hereunder shall be as valid as an original signature of such
party and shall be effective to bind the City thereto. For purposes hereof, (i) “electronic signature”
means a manually signed original signature that is then transmitted by electronic means; and
(ii)“transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a
portable document format (“pdf”) or other replicating image attached to an electronic mail or internet
message.
6.06. 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 Old National Bank, Chaska,
Minnesota, on the closing date for further distribution as directed by the City’s municipal advisor, Ehlers
and Associates, Inc.
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.
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7.03.Not PrivateActivity 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 2020 will not exceed $10,000,000; and
(d)not more than $10,000,000 of obligations issued by the City during calendar year
2020 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 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.
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
11
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 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 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 Managerand 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
12
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.
(The remainder of this page is intentionally left blank.)
13
The motion for the adoption of the foregoing resolution was duly seconded by
, and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same:
whereupon said resolution was declared duly passed and adopted.
14
th
Passed and adopted this 27 day of October, 2020.
Mayor
Attest:
City Clerk
15
EXHIBIT A
PROPOSALS
A-1
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 2020B
Date of
Rate Maturity Original Issue CUSIP
February 1, 20__November 19, 2020
Registered Owner: Cede & Co.
The City of Richfield, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the “City”), acknowledges itself to be indebted and for value received
promises to pay to the Registered Owner specified above or registered assigns, the principal sum of
$__________ on the maturity date specified above, 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 August 1, 2021, 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 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, 2029, and on any day thereafter to prepay Bonds due on or
after February 1, 2030. 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.
This Bond is one of an issue in the aggregate principal amount of $3,110,000 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 October 27, 2020 (the “Resolution”), for the
purpose of providing money to refund the outstanding principal amount of certain general obligation
bonds 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, Chapters 444 and 475, as
B-1
amended, including Section 475.58, subdivision 3b and Section 475.67, subdivision 3. The principal
hereof and interest hereon are payable in part from net revenues from the stormwater system of the City
and in part from ad valorem taxes, a 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 net revenues and 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.
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 Registrar, by the registered owner
hereof in person or by the owner’s attorney duly authorized in writing, upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner
or the owner’s attorney; and may also be surrendered in exchange for 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 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 Registrar will be affected by any notice to the
contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and the Constitution and laws of the
State of Minnesota to be done, to exist, to happen and to be performed preliminary to and in the issuance
of this 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 Registrar by
manual signature of one of its authorized representatives.
B-2
IN WITNESS WHEREOF, the City of Richfield, 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: November 19, 2020
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
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.
________________________________________
B-3
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, STAMP, 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
_________________________________
B-4
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
B-5
EXHIBIT C
TAX LEVY SCHEDULE FOR STREET RECONSTRUCTION BONDS
C-1
EXHIBIT D-1
NOTICE OF CALL FOR REDEMPTION FOR THE
REFUNDED STREET RECONSTRUCTION BONDS
$2,120,000
CITY OF RICHFIELD, MINNESOTA
GENERAL OBLIGATION STREET RECONSTRUCTION BONDS
SERIES 2012A
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield,
Minnesota (the “City”), there have been called for redemption and prepayment on
February 1, 2021
all outstanding bonds of the City designated as General Obligation Street Reconstruction Bonds,
Series 2012A, dated September 6, 2012, having stated maturity dates of February 1 in the years 2023
through 2033, both inclusive, totaling $1,385,000 in principal amount, and with the following CUSIP
numbers:
Year of Maturity Amount CUSIP Number
2023 $205,000 763325 5S2
2025 215,000 763325 5U7
2027 225,000 763325 5W3
2029 235,000 763325 5Y9
2031 245,000 763325 6A0
2033 260,000 763325 6C6
The bonds are being called at a price of par plus accrued interest to February 1, 2021, 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 Bond Trust Services Corporation, 3060
Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2021.
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act
of 2003, the City 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 City is provided with the Social Security Number or Federal Employer Identification Number
of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification
Number and Certification, Form W-9, will satisfy the requirements of this paragraph.
Dated: _________________, 2020.
BY ORDER OF THE CITY COUNCIL OF THE
CITY OF RICHFIELD, MINNESOTA
By /s/ Katie Rodriguez
City Manager
City of Richfield, Minnesota
D-1-1
EXHIBIT D-2
NOTICE OF CALL FOR REDEMPTION FOR THE
REFUNDED STORMWATER REVENUE BONDS
$2,770,000
CITY OF RICHFIELD, MINNESOTA
GENERAL OBLIGATION STORMWATER REVENUE BONDS
SERIES 2013B
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Richfield,
Minnesota (the “City”), there have been called for redemption and prepayment on
February 1, 2021
all outstanding bonds of the City designated as General Obligation Stormwater Revenue Fund Bonds,
Series 2013B, dated March 21, 2013, having stated maturity dates of February 1 in the years 2022 through
2033, both inclusive, totaling $1,775,000 in principal amount, and with the following CUSIP numbers:
Year of Maturity Amount CUSIP Number
2022 $130,000 763325 7W1
2023 135,000 763325 7X9
2025 275,000 763325 7Z4
2027 285,000 763325 8B6
2029 300,000 763325 8D2
2031 315,000 763325 8F7
2033 335,000 763325 8H3
The bonds are being called at a price of par plus accrued interest to February 1, 2021, 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 Bond Trust Services Corporation, 3060
Centre Pointe Drive, Roseville, Minnesota 55113, on or before February 1, 2021.
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation Act
of 2003, the City 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 City is provided with the Social Security Number or Federal Employer Identification Number
of the holder, properly certified. Submission of a fully executed Request for Taxpayer Identification
Number and Certification, Form W-9, will satisfy the requirements of this paragraph.
Dated: _________________, 2020.
D-2-1
BY ORDER OF THE CITY COUNCIL OF THE
CITY OF RICHFIELD, MINNESOTA
By /s/ Katie Rodriguez
City Manager
City of Richfield, Minnesota
D-2-2
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 October 27, 2020 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 2020B,
in the original aggregate principal amount of $3,110,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this ______
day of ________________, 2020.
City Clerk
City of Richfield, Minnesota
(SEAL)
RC145-738 (JAE)
680710v4