92-7959RRESOLUTION NO. 7959
A RESOLUTION AWARDING THE SALE OF $2,170, 000 GENERAL
OBLIGATION STORM SEWER REVENUE REFUNDING BONDS, SERIES 1992A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Richfield, Hennepin
County, Minnesota (City) as follows:
Section 1. Sale of Bonds .
1.01. All actions of Evensen Dodge, Inc. in negotiating the sale of the Bonds
(as hereinafter defined), including variations in the Official Terms of Proposal
therefor, are ratified and confirmed. The bid of Dean Witter Reynolds (Purchaser)
to purchase $2,170,000 General Obligation Storm Sewer Revenue Refunding Bonds,
Series 1992A (Bonds) of the City described in the Official Terms of Proposal thereof
is determined to be the reasonable and is accepted, the bid being to purchase the
Bonds at a price of X2,148,413.15 plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1994 4.50$ 2001 4.90$
1995 4.50 2002 5.00
1996 4.50 2003 5.20
199? 4.50 2004 5.30
1998 4.50 2005 5.50
1999 4.60 2006 5.60
2000 _ 4.80 2007 5.75
Net effective interest rate: 5.3626$
1.02. The sum of X113.15 being the amount bid by the Purchaser in excess of
$2,148, 300 is credited to the Debt Service Fund hereinafter created. The City
Finance Manager is directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Bonds, and to return the good faith checks of the
unsuccessful bidders forthwith. The Mayor and City Manager are directed to
execute a contract with the Purchaser on behalf of the City.
1.03. The City will forthwith issue and sell the Bonds in the total principal
amount of $2,170,000, originally dated December 1, 1992, in the denomination of
X5,000 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: -
Resolution No. 7959 -2-
Year Amount Year Amount
1994 $ 90,000 2001 $155,000
1995 ~ 110,00 2002 165,000
1996 115,0 0 2003 175.,000
. 199? ~ 125,00 2004 ~ 185,000
1998 130,000 2005 200,000
1999 135,00 2006 210,000
2000 145,0 0 200? 230,000
1.04. Optional Redemption. The City may elect on February 1, 2001 and on
any interest payment date thereafte to prepay Bonds maturing on or after February
1, 2002. Redemption may be in whop or in part of the Bonds subject to prepayment.
If redemption is in part, those Bonds remaining unpaid which have the latest
maturity date will be prepaid first ' If only part of the Bonds having a common
maturity date are called for prepay ent the City will notify the Depository Trust
Company of the particular amount of such maturity to be prepaid . All payments will
be at a price of par plus accrued interest.
Section 2. Re 'stration and Pa went.
2.01. Registered Form. The' Bonds shall be issued only in fully registered
form. The interest thereon and, upain surrender of each Bond, the principal amount
thereof, is payable by check or drat issued by the Registrar described herein.
2.02. Dates: Interest Pavn
interest payment date preceding
Bond has been paid or made
authentication is an interest pays
available for payment, in which
authentication, or (ii) the date
payment date, in which case such
The interest on the Bonds is pa;
commencing August 1, 1993, to
business on the fifteenth day of
such day is a business day.
t Dates. Each Bond will be dated as of the last
date of authentication to which interest on the
dlable for payment, unless (i) the date of
~t date to which interest has been paid or made
.e such Bond shall be dated as of the date of
authentication is prior to the first interest
nd will be dated as of the date of original issue.
ale on February 1 and August 1 of each year,
e owner of record thereof as of the close of
immediately preceding month, whether or not
1
2.03. Registration. The City will appoint, and shall maintain, a bond
registrar, transfer agent, authenti 'sting agent and paying agent (Registrar) . The
effect of registration and the right 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 regist~r in which the Registrar provides for the
registration of ownership o Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bon s. 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 tr nsferee or transferees, one or more new Bonds
of a like aggregate princip amount and maturity, as requested by the
transferor. The Registrar ' y, however, close the books for registration of
Resolution No. 7959'
-3-
any transfer after the fifteenth' day of .the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver one
or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the City.
(e) Imuroper or Unauthorized Transfer. When a Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the Bond
until the Registrar is satisfied that the endorsement on the Bond or separate
instrument of transfer is valid and genuine and that the requested transfer
is legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized .
(f) Persons Deemed Owners. The City and the Registrar may treat
the person in whose name a Bond is registered in the bond register as the
absolute owner of the Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and
interest on the Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon such Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charles. For a transfer or exchange of Bonds,
the Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond
of like amount, number, maturity date and tenor in exchange and substitution
for and upon cancellation of the mutilated Bond or in lieu of and in
substitution for any Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith;
and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registrar of evidence satisfactory to it that the Bond was destroyed, stolen
or lost, and of the ownership thereof, and upon furnishing to the Registrar
of an appropriate bond or indemnity in form, substance and amount
satisfactory to it and as provided by law, in which both the City and the
Registrar must be named as obligees. Bonds so surrendered to the Registrar
will be cancelled by the Registrar and evidence of such cancellation must be
given to the City. If the mutilated, destroyed, stolen or lost Bond has
already matured or been called for redemption in accordance with its terms it
' is not necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for re-
demption, 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) not more than 60 and not less than 30 days prior to the date
fixed for redemption to the registered owner of each Bond to be redeemed at
the address shown on the registration books kept by the Registrar and by
Resolution No. 7959
-4-
publishing the notice in the manner required by law. Failure to give notice
by publication or by mail to a y registered owner, or any defect therein, will
not affect the validity of any proceeding for the redemption of Bonds. Bonds
so called for redemption wi~l cease to bear interest after the specified
redemption date, provided tat the funds for the redemption are on deposit
with the place of payment at hat time.
2.04. Appointment of Initial) Registrar. The City appoints the Finance
Manager of the City as the initial R 'gistrar. In the event the Bonds are no longer
registered in the name of a securities depositary as provided in Section 8 hereof, the
Finance Manager may continue as Registrar, or the Mayor and the City Manager are
authorized to execute and deliver on behalf of the City, a contract with the
successor Registrar. Upon merger~or consolidation of the Registrar with another
corporation, if the resulting corporation is a bank or trust company authorized by
law to conduct such business, such- corporation is authorized to act as successor
Registrar. The City agrees to pa the reasonable and. customary charges of the
Registrar for the services perform~d. The City reserves the right to remove the
Registrar upon 30 days' notice and ~ipon the appointment of a successor Registrar,
in which event the predecessor R gzstrar 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 befog' each principal or interest due date, without
further order of this Council, the ~inanee Manager must transmit to the Registrar
moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authenticattion and Delivery. The Bonds will be prepared
under the direction of the City Cl rk and executed on behalf of the City by the
signatures of the Mayor and the ~Vlanager, provided that all signatures may be
printed, engraved or lithographed facsimiles of the originals. In case any officer
whose signature or a facsimile of whoose signature appears on the Bonds ceases to be
such officer before the delivery ~f any Bond, such .signature or facsimile will
nevertheless be valid and sufficien for all purposes, the same as if the officer had
remained in office until delivery. I~lotwithstanding 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 signat p' re of an authorized representative of the Regis-
trar. Certificates of authentications on different Bonds need not be signed by the
same representative. The execut d certificate of authentication on each Bond is
conclusive evidence that it has bee authenticated and delivered under this Resolu-
tion. When the Bonds have been so prepared, executed and authenticated, the
Finance Manager shall deliver the ame to the Purchaser upon payment of the pug-
chase 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 . ~he City may elect to deliver in lieu of printed .
definitive.Bonds one or more typewritten temporary Bonds in substantially the form
set forth in Section 3 with such cha~ges as maybe necessary to reflect more than one
maturity in a single temporary bon Upon the execution and delivery of definitive
Bonds the temporary Bonds will b~exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be pri ted in substantially the following form:
Resolution No. 7959
-5-
[Face of the -Bond ]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION STORM SEWER
REVENUE REFUNDING BOND, SERIES 1992
Date of
Rate Maturity Original Issue CUSIP
December 1, 1992
No. R- $
Registered Owner: Cede & Company
The City of Richfield, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City) , acknowledges itself to be
indebted and for value received promises to pay to the Registered Owner specified
above or registered assigns, the principal sum specified above on the maturity date
specified above, with interest thereon from the date hereof at the annual rate
specified above, payable February 1 and August 1 in each year, commencing August
1, 1993, 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 the Finance Manager of the City of Richfield, 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 irrevo-
cably pledged.
The City may elect on February 1, 2001 and on any interest payment date
thereafter to prepay Bonds maturing on or after February 1, 2002. Redemption may
be in whole or in part of the Bonds subject to prepayment. If redemption is in part,
those Bonds remaining unpaid which have the latest maturity date will be prepaid
first. If only part of the Bonds having a common maturity date are called for
prepayment the City will notify the Depository Trust Company of the particular
amount of such maturity to be prepaid . All payments will be at a price of par plus
accrued interest.
The City Council has designated the Bonds as "qualified tax exempt obliga-
tions" 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 liy the Code for the calendar year
of issue.
Additional provisions of this Bond are contained on the reverse hereof and
such provisions for all purposes have the same effect as though fully set forth in
this place.
This Bond is not valid or obligatory for any purpose or entitled to any
security or benefit under the Resolution until the Certificate of Authentication
Resolution No. 7959 -6-
hereon has been executed by the Bgnd Registrar by manual signature of one of its
authorized representatives .
IN WITNESS WHEREOF, the Clity of Richfield, Hennepin County, Minnesota,
by its City Council, has caused this Bond. to be executed on its behalf by the
facsimile signatures of the Mayor anid City Manager and has caused this Bond to be
dated as of the date set forth below. '
Dated
CITY OF RICHFIELD, MINNESOTA
(Facsimile) ~ (Facsimile )
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds d~livered pursuant to the Resolution mentioned
within.
By
Authorized Representative
of the Bond]
This Bond is one of an issue in the aggregate principal amount of $2,170, 000
all of like original issue date and tenor, except as to number, maturity date, redemp-
tion privilege, and interest rate, al~ issued pursuant to a resolution adopted by the
City Council on December 14, 1992 (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 Constitution and laws of the
State of Minnesota, and the City's Y~ome rule charter, including Minnesota Statutes,
Sections 475.67 and 444.075, and the principal hereof and interest hereon are
payable primarily from net revenu~s of the storm sewer, water and sanitary sewer
system of the City (collectively, Ut'lities) in a special debt service fund of the City,
as set forth in the Resolution to whi~h reference is made for a full statement of rights
and powers thereby conferred. Th',~e full faith and credit of the City are irrevocably
pledged for payment of this Bond nd the City Council has obligated itself to levy
ad valorem taxes on all taxable pr 'perty in the City in the event of any deficiency
in net revenues of the Utilities pled ed, which taxes may be levied without limitation
as to rate or amount. The Bonds f this series are issued only as fully registered
Bonds in denominations of $5,000 r any integral multiple thereof of single matu-
rities .
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the
City has covenanted and agreed th tit will continue to own and operate the Utilities
free from competition by other like ~tilities; that adequate insurance on the Utilities
and suitable fidelity bonds on emp~oyees will be carried; that proper and adequate
books of account will be kept sho ng all receipts and disbursements relating to the
Storm Sewer Fund, Water Fund a~d Sanitary Sewer Fund; that it will pay into the
Storm Sewer Fund all of the gross r~ evenues from the storm sewer system of the City
(Utility); that it will also create J~nd maintain a General Obligation Storm Sewer
Revenue Refunding Bonds, Series 1992A Debt Service Account in the Storm Sewer
Fund, into which it will pay, out of the net revenues from the Utilities a sum
1
Resolution No. 7959 -~-
sufficient to pay principal hereof and interest hereon when due; and that it will
provide, by ad valorem tax levies, for any deficiency in such net revenues.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the City at the principal~office
of the Bond Registrar, by the registered owner hereof in person or by the owner's
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar,. duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange
for Bonds of other authorized denominations. Upon such transfer or exchange the
City will cause a new Bond or Bonds to be issued in the name of the transferee or
registered owner, of the same aggregate principal amount, bearing interest at the
same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or
exchange.
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is overdue
or not, for the purpose of receiving payment and for all other purposes, and neither
the City nor the Bond Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of
Minnesota and the City's home rule charter to be done, to exist, to happen and to be
performed preliminary to and in the issuance of this Bond in order to make it a valid
and binding general obligation of the City in accordance with its terms, have been
done, do exist, have happened and have been performed as so required, and that
the issuance of this Bond does not cause the indebtedness of the City to exceed any
constitutional, statutory or charter limitation of indebtedness .
(Form of certificate to be printed on the reverse side of each Bond, following
a full copy of the legal opinion. )
I certify that the above is a full, true and correct copy of the legal opinion
rendered by bond counsel on the issue of Bonds of the City of Richfield, Minnesota,
which includes the within Bond, dated as of the date of delivery of and payment for
the Bonds.
(Facsimile Signature)
City Clerk
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to
applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
Resolution No. 7959 _ ~ -8-
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
under Uniform Gifts or
Transfers to Minors
Act .
(State)
Additional abbreviations mayj also be used though not in the above list.
SSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights
thereunder, and does here y irrevocably constitute and appoint
attorne~ 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 a~ it appears upon the face of the within Bond in
every particular, without alteration or any change whatever.
Signature Guaranteed
Signature (s) must be guaranteed by a national bank or trust company or by a
brokerage firm having a membership in one of the major stock exchanges .
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the assignee requested) below is provided.
Name and Address
(I ;elude information for all joint owners if
this Bond is held by joint account. )
Please insert social security or o~her '
identifying number of assignee
3.02. The City Clerk is authorized and directed to obtain a copy of the
proposed approving legal opinoo~} of Holmes & Graven, Chartered, Minneapolis,
Minnesota, which is to be complete. except as to dating thereof and cause the opinion
to be printed on each Bond, together with a certificate to be signed by the facsimile
signature of the City Clerk in substantially the form set forth in the form of Bond.
The City Clerk is authorized and directed to execute the certificate in the name of
the City upon receipt of the opinion and to file the opinion in the City offices .
1
Resolution No. 7959
-9-
Section 4 . Payment : Security :.Pledges and Covenants .
4.01. The City shall create and continue to operate its Storm Sewer Fund to
which shall be credited all gross revenues of the storm sewer system of the City
(Utility) and out of which shall be paid all normal and reasonable expenses of current
operations of the Utility. Any balance. therein shall be deemed net revenues (Net
Revenues) and shall be transferred from time to time to a General Obligation Storm
Sewer Revenue Refunding Bonds, Series 1992A Debt Service Account (Debt Service
Account) hereby created in the Storm Sewer Fund, which fund shall be used only to
pay principal of and interest on the Bonds and any other bonds similarly authorized.
The City shall also continue to operate its Water Fund and Sanitary Sewer Fund and
Net Revenues (as herein defined) of those Funds are hereby pledged to the Debt
Service Account . (The storm sewer, water and sanitary sewer systems of the City
are referred to herein collectively as the Utilities .) There shall always be retained
in the Debt Service Account a sufficient amount to pay principal of and interest on
all the Bonds, and the Finance Manager shall report any current or anticipated defi-
ciency in the Debt Service Account to the City Council. Net revenues of the Utilities
not needed for the purpose of the Debt Service Account shall be retained in the
Storm Sewer Fund, Water Fund or Sanitary Sewer Fund, respectively, for the use
of those Funds or for other corporate purposes permitted by law or charter.
4.02. It is determined that estimated collection of Net Revenues of the Utilities
for the payment of principal and interest on the Bonds will produce at least five
percent in excess of the amount needed to meet when due, the principal and interest
payments on the Bonds and that no tax levy is needed at this time.
4.03. The City Clerk is directed to file a certified copy of this resolution with
the County Auditor and to obtain the certificate required by Section 475.63 of the
Act .
4.04. It is hereby determined that upon the receipt of proceeds of the Bonds
(Proceeds) for payment of the Refunded Bonds that an irrevocable appropriation to
the debt service fund for the Refunded Bonds shall have been made within the
meaning of Section 475.61, Subdivision 3 of the Act and the City Clerk is hereby
authorized and directed to certify such fact to and request the County Auditor to
cancel any and all tax levies made by the resolution authorizing and approving the
Refunded Bonds.
4.05. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and
enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the
Utilities as public utilities and conveniences free from competition of other like
utiities and will cause all revenues therefrom to be deposited in bank accounts
and credited to the Utilities accounts as hereinabove provided, and will make
no expenditures from said accounts except for a duly authorized purpose and
in accordance with this resolution.
(b) The City will also maintain the Debt Service Account as a separate
account in the Storm Sewer Fund and will cause money to be credited thereto
from time to time, out of Net Revenues from the Utilities, in sums sufficient to
pay principal of and interest on the Bonds when .due.
(c) The City will keep and maintain proper and adequate books of
records and accounts separate from all other records of the City in which will
be complete and correct entries as to all transactions relating to the Utilities
Resolution No. 7959• I -10-
and which shall be open to i spection and copying by any bondholder, the
bondholder's agent or attorn~y, at any reasonable time, and it will furnish
certified transcripts theref~om upon request and upon payment of a
reasonable fee therefor, and said account shall be audited at least annually by
a qualified public accountant and statements of such audit and report will be
furnished•to all bondholders Ripon request.
(d) The City Counci tnnll cause all persons handling revenues of the
Utilities to be bonded in reaso~ble amounts for the protection of the City and
the bondholders and will c~ use the funds collected on account of the
operations of the Utilities t~ be deposited in a bank whose deposits are
guaranteed under the Federal Deposit Insurance Law.
(e) The Council will Deep the Utilities insured at all times against loss
by fire, tornado and other risks customarily insured against with an insurer
or insurers in good standin , in such amounts as are customary for like
plants, to protect the holder, from time to time, of the Bonds and the City
from any loss due to any such casualty and will apply the proceeds of such
insurance to make good any i uch loss .
(f) The City and ea~eh and all of its officers will punctually perform
all duties with reference to t~e Utilities as required by the laws of the State -
of Minnesota.
(g) The City will impose and collect charges of the nature authorized
by Minnesota Statutes, section 444.075 at the times and in the amounts
required to produce Net Revenues adequate to pay all principal and interest
when due on the Bonds-and tc~ create and maintain such reserves securing said
payments as may be provide in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable
property in the City whenr~ quired to meet any deficiency in Net Revenues
pledged for payment of the Bonds.
Section 5. Refunding: Findings: Redemption of Refunded Bonds.
5.01. The Refunded Bonds ~re the General Obligation Storm Sewer Revenue
Bonds, Series 1986A of the City dated March 1, 1986, of which $2,090,000 in
principal amount is callable on February 1, 1993. It is hereby found and determined
that based upon information presently available from the City's financial advisers,
the issuance of the Bonds is consistent with covenants made with the holders thereof
and is necessary and desirable {for the reduction of debt service cost to the
municipality. j
5.02. It is hereby found an~l determined that the Proceeds will be sufficient
to prepay all of the principal of, interest on and redemption premium (if any) on the
Refunded Bonds.
.5.03: The Refunded Bonds #naturing on February 1, 1994 and thereafter shall
be redeemed and prepaid on February 1, 1993. The Refunded Bonds shall be
redeemed and prepaid in accordance with their terms and in accordance with the
terms and conditions set forth in tie forms of Notice of Call for Redemption attached
hereto as Attachment A which terms and conditions are hereby approved and
incorporated herein by reference. The City is hereby authorized and directed to
forthwith publish the Notice of Call for Redemption in a publication qualified under
Section 475.54 of Minnesota Statut~s and to send written notices of call to the paying
Resolution No. 7959
-11-
agent .for the Refunded Bonds; -provided that published notice alone shall be
effective .
5.04. 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 -shall cease, ~ except that the pledge of the full
faith and credit of the City for the prompt and full payment of the principal of and
interest on the Bonds shall remain in full force and effect. The City may discharge
all Bonds which are due on any date by depositing with the Registrar on or before
that date a sum sufficient for the payment thereof in full. If any Bond should not
be paid when due, it may nevertheless be discharged by depositing with the
Registrar a sum sufficient for the payment thereof in full with interest accrued to the
date of such deposit .
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and
furnish to the Purchaserand to the attorneys approving the Bonds, certified copies
of proceedings and records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other certificates, affidavits and
transcripts as may be required to show the facts within their knowledge or as shown
by the books and records in their custody and under their control, relating to the -
validity and marketability of the Bonds and such instruments, including any
heretofore furnished, shall be deemed representations of the City as to the facts
stated therein.
6.02. The Mayor, Manager and Finance Manager are hereby authorized and
directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best
of their knowledge and belief the Official Statement is a complete and accurate repre-
sentation of the facts and representations made therein as of the date of the Official
Statement .
Section 7 . Tax Covenant .
7.01. The City covenants and agrees with the holders from time to time of the
Bonds that it will riot 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.
? . 02. (a) 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 if the Bonds (together with other obligations
reasonably expected to be issued in calendar year 1992) exceed the small-issuer
exception amount of $5, 000, 000.
(b) For purposes of qualifying for the small issuer exception to the federal
arbitrage rebate requirements, the City finds, determines and declares that the
aggregate face amount of all tax-exempt bonds (other than private activity bonds)
Resolution No. 7959
-12-
issued by the City (and all subordinate entities of the City) during the calendar year
in which the Bonds are issued and outstanding at one time is not reasonably expected
to exceed $5,000,000, all within themeaning of Section 148(f)(4)(C) of the Code.
7.03. The City further coven nts not to use the proceeds of the Bonds or to
cause or permit them or any of the to be used, in such a manner as to cause the
Bonds to be "private activity bond, " within the meaning of Sections 103 and 141
through 150 of the Code .
7.04. 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 representatipns:
- (a) the Bonds are nc~t "private activity bonds" as defined in Section
141 of the Code;
(b) the City herebyjdesignates 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 onds, treating qualified 501(c) (3) bonds as not
being private activity bond) which will be issued by the City (and all
subordinate entities of the City) during calendar year 1992 will not exceed
$10,000,000; and
(d) not more than }10,000,000 of obligations issued by the City
during calendar year 1992 ~ave been designated for purposes of Section
265(b)(3) of the Code.
7.05. The City shall use its best efforts to comply with any federal procedural
requirements which may apply in odder to effectuate the designations made by this
section.
Section 8.
8.01. The Bonds shall be }ziit
typewritten or printed fully regis~ere
Section 1.03 hereof . Upon initial issu
be registered in the registration loo
Cede & Co. , as nominee for The D~po
and its successors and assigns (DTC)
outstanding Bonds shall be regist~re
Registrar in the name of Cede & Cp. ,
of
Tally issued in the form of a separate single
d Bond for each of the maturities set forth in
ance, the ownership of each such Bond shall
ks kept by the Bond Registrar in the name of
sitory .Trust Company, New York, New York,
. Except as provided in this section, all of the
d in the registration books kept by the Bond
as nominee of DTC.
8.02. With respect to Bond registered in the registration books kept by the
Bond Registrar in the name of Ce~e & Co. , as nominee of DTC, the City, the Bond
Registrar and the Paying Agent shall 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 olds 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 dei~very to any Participant or any other person other
than a registered owner of Bonds,, as shown by the registration books kept by the
Bond Registrar, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment tb any Participant or any other person, other than
~,
Resolution No. 7959 -13-
a registered owner of Bonds, or any amount with respect to principal of, premium,
if any, or interest on the Bonds. The City, the Bond 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 Bond 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 shall 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 Bond Registrar,
and all such payments shall 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
Bond Registrar, shall receive a certificated Bond evidencing the obligation of .this
resolution. Upon delivery by DTC to the Finance Manager of a written notice to the
effect that DTC has determined to substitute a new nominee in place of Cede & Co. ,
and the words "Cede & Co. ," shall refer to such new nominee of DTC; and upon
receipt of such a notice, the Finance Manager shall promptly deliver a copy of the
same to the Bond Registrar and Paying Agent, if the Bond Registrar or Paying Agent
is other than the Finance Manager .
8.03. Representation Letter. The form of representation. letter proposed to -
be submitted to DTC, which is on file with the Finance Manager and presented to this
meeting (Representation Letter), is hereby approved, and the Finance Manager is
authorized to execute and deliver the Representation Letter in substantially the form
on file, with such changes therein not inconsistent with law as the Finance Manager
and the City Attorney may approve, which approval shall be conclusively evidenced
by the execution thereof. Any Paying Agent or Bond Registrar subsequently
appointed by the City with respect to the Bonds shall agree to take all action
necessary for all representations of the City in the Representation letter with
respect to the Bond Registrar and Paying Agent, respectively, to at all times to
complied with.
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 interest in the Bonds that they be able to obtain Bond
certificates, the City shall notify DTC, whereupon DTC shall notify the Participants,
of the availability through DTC of Bond certificates. In such event the City shall
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 shall issue and the Bond Registrar shall authenticate Bond
certificates in accordance with this resolution and the provisions hereof shall 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 any Bond is registered in the name of Cede &
Co., as nominee of DTC, all payments with respect to principal of, premium, if any,
and interest.on such Bond and all notices with respect to such Bond shall be made
and given, respectively in the manner provided in the Representation Letter.
Resolution No. 7959
-14-
Passed and adopted this 14th day of December, 1992, by the City Council of
the City of Richfield .
. r
'%%~
Martin, Kirsch, or
Attest
~~~0 ~~
Thomas Ferber, City Clerk
Resolution No. 7959 -15-
ATTACHMENT A
NOTICE OF CALL FOR REDEMPTION
$2,525,000 GENERAL OBLIGATION STORM
SEWER REVENUE BONDS, SERIES 1986A
CITY OF RICHFIELD
HENNEPIN COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Richfield, Hennepin County, Minnesota, there have been called for redemption and
prepayment on
February 1, 1993
all outstanding bonds of the City designated as General Obligation Storm Sewer
Revenue Bonds, Series 1986A, dated March 1, 1986, having stated maturity dates
of February 1 in the years 1994 through 200?, both inclusive, totalling $2,090,000
in principal amount, and with the following CUSIP numbers
Year CUSIP Year CUSIP
1994 ?63325 2001 763325 _
1995 _
763325 2002 763325 _
1996 _
763325 2003 763325
1997 _
763325 2004 763325 _
1998 _
763325 2005 763325 _
1999 _
763325 2006 763325
2000 _
763325 2007 ?63325 _
The bonds are being called at a price of par plus a premium of 1.5 percent of the
principal amount redeemed, plus accrued interest to February 1, 1993, 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 American National Bank and Trust Company, in the City of St. Paul, Minnesota,
on or before February 1, 1993.
Dated : , 1992 .
BY ORDER OF THE CITY COUNCIL
By
City Clerk
City of Richfield, Minnesota
Further Information: Evensen Dodge, Inc.
222 South Ninth Street, Suite 3800
Minneapolis, MN 55402 .
612-338-3535 800-328-8200