91-7796R51
RESOLUTION N0. 7796
A RESOLUTION AUTHORIZING AND AWARDING THE
SALE OF $5,615,000 GENERAL OBLIGATION
REFUNDING BONDS, SERIES 1991; FIXING THEIR
FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION
AND DELIVERY; PROVIDING FOR THEIR PAYMENT;
PROVIDING FOR THE ESCROWING AND INVESTMENT OF
THE PROCEIDS THEREOF; AND PROVIDING FOR THE
REDEMPTION OF BONDS REFUNDID THEREBY.
BE IT RESOLVED By the City Council of the City of Richf field, Hennepin
County, Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of Norwest Investment Services, Inc. (Purchaser) to purchase
$5,615,000 General Obligation Refunding Bonds, Series 1991 (Bonds) of the City
described in the Official Notice of Sale thereof is hereby found and determined
to be the highest and best bid received pursuant to duly advertised notice of
sale and shall be and is hereby accepted, the bid being to purchase the Bonds at
a price of $5,571,873.78 plus accrued interest to date of delivery, for Bonds
bearing interest as follows:
Year of Maturity Interest Rate Year of Maturity
1992 4.507 2000
1993 4.70 2001
1994 4.90 2002.
1995 5.00 2003
1996 5.20 2004
1997 5.40 2005
1998 5.50 2006
1999 5.60
Net effective interest rate: 5.83067
Interest Rate
5.757
5.90
6.00
6.10
6.20
6.25
6.30
1.02. The sum of $3,164.56 the amount bid by the Purchaser in excess of
$5,568,709.22 will be 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 $5,615,000, originally dated September 1, 1991, 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:
Year Amount Year Amount
1992 $180,000 2000 $835,000
1993 ~ 155,000 2001 835,000
1994 75,000 2002 850,000
1995 80,000 2003 25,000
1996 605,000 2004 25,000
1997 625,000 '~ 2005 25,000
1998 620,000 2006 25,000
1999 655,000
$4,650,000 of the Bonds (the Tax (Increment Refunding Bonds) maturing in the
amounts and on the dates set forth below are being issued to refund certain
maturities of the City's $6 ,265,000~'IGeneral Obligation Refunding Bonds of 1985,
dated December 1, 1985 (the Tax Increment Refunded Bonds):
Year Amount I Year Amount
1994 $ 40,000 1999 $630,000
1995 70,000 2000 805,000
T996 435,000 I~ 2001 805,000
1997 455,000 ~, 2002 820,000
1998 590,000 ',
The remaining $965,000 of the Bonds (the Improvement Refunding Bonds) maturing
in the amounts and on the dates set forth below are being issued to refund
certain maturities of the City's $1;940,000 General Obligation Improvement Bonds
of 1985, dated December 1, 1985 (the Improvement Refunded Bonds):
Year Amount
1992 $180,000
1993 155,000
1994 35,000
1995 10,000
1996 170,000
1997 170,000
1998 30,000
1999 25,000
Year Amount
2000 $ 30,000
2001 30,000
2002 30,000
2003 25,000
2004 25,000
2005 25,000
2006 25,000
1.04. Optional Redemption. T
any interest payment date thereafte
1, 2000. Redemption may be in whop
be in inverse order of maturity.
called for redemption, the City w
below) of the particular amount ~
determine by lot the amount of eac'
be redeemed and each- participant
ownership interests in such maturil
at a price of par and accrued inter
~e City may elect on February 1, 1999 and on
r, to prepay Bonds due on or after February
or in part and if in part,. redemption shall
If less than all Bonds of a maturity are
11 notify DTC (as defined in Section 3.03
f such maturity to be prepaid. DTC will
participant's interest in such maturity to
will then select by lot the beneficial
y to be redeemed. All prepayments shall be
st.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds shall be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal
amount thereof, is payable by check or draft issued by the Registrar described
herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the
last interest payment date preceding the date of authentication to which inter-
est on the Bond has been paid or made available for payment, unless (i) the date
of authentication is an interest payment date to which interest has been paid or
made available for payment, in which case such Bond shall be dated as of the
date of authentication, or (ii) the date of authentication is prior to the first
interest payment date, in which case such Bond will be dated as of the date of
original issue. The interest on the Bonds is payable on February 1 and August 1
of each year, commencing February 1, 1992, to the owner of record thereof as of
the close of business on the fifteenth day of the immediately preceding month,
whether or not such day is a business day.
2.03. Registration. The City will appoint, and shall maintain, a bond
registrar, transfer agent, authenticating agent and paying agent (Registrar).
The effect of registration and the rights and duties of the City and the Regis-
trar 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 ex e-
cuted 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, a new
Bond of a like 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 such interest payment date.
(c) Cancellation. Bonds surrendered upon any transfer or exchange
will be promptly cancelled by the Registrar and thereafter disposed of as
directed by the City.
(d) 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.
(e) Persons Deemed Owner:
person in whose name a Bond
absolute owner of the Bond, w
purpose of receiving payment
interest on the Bond and for
registered owner or upon the c
satisfy and discharge the liab:
or sums so paid.
(f) Taxes. Fees and Char
may impose a
Registrar for
with respect.
charge upon th
any tax, fee or
o the transfer.
(g) Mutilated, Lost, St o:
mutilated or is destroyed, sto:
Bond of like amount, number,
substitution for and upon cane
and in substitution for a Bond
of the reasonable expenses a
therewith; and, in the case
filing with the Registrar of e
destroyed, stolen or lost, and
ing to the Registrar of an app:
and amount satisfactory to it
City and the Registrar must be
the Registrar will be cancel
cancellation must be given t
stolen or lost Bond has alrea
accordance with its terms it i
payment.
(h) Redemption. In the
tion, notice thereof identifyi
the Registrar by mailing a c~
mail (postage prepaid) not mox
the date fixed for redemption
redeemed at the address shown
tray and by publishing the no
to give notice by publication
defect therein, will not aff
redemption of Bonds. Bonds
interest after the specified
the redemption are on deposit
2.04. Appointm
Manager of the City
appoint a successor
predecessor Registra
successor Registrar
Registrar.
ent of Initial
as the initia:
Registrar u
r must deliver
and must de
The City and the Registrar may treat the
is registered in the bond register as the
hether the Bond is overdue or not, for the
~f, or on account of, the principal of and
all other purposes. and payments so made to
wner's order will be valid and effectual to
.lity upon such Bond to the extent of the sum
;es. For a transfer of Bonds, the Registrar
owner thereof sufficient to reimburse the
rther governmental charge required to be paid
.en or Destroyed Bonds. If a Bond becomes
Len or lost, the Registrar will deliver a new
maturity date and. tenor in exchange and
ellation of the mutilated Bond or in lieu of
destroyed, stolen or lost, upon the payment
nd charges. of the Registrar in connection
of a Bond destroyed, stolen or lost, upon
vidence satisfactory to it that the Bond was
of the ownership thereof, and upon furnish-
-opriate bond or indemnity in form, substance
and as provided by law, in which both the
named as obligees. Bonds so surrendered to
Led by the Registrar and evidence of such
o the City. If the mutilated, destroyed,
iy matured or been called for redemption in
s not necessary to issue a new Bond prior to
:vent any of the Bonds are called for redemp-
ig the Bonds to be redeemed will be given by
py of the redemption notice by first class
than 60 and not less than 30 days prior to
to the registered. owner of each Bond to be
~n the registration books kept by the Regis-
.ice in the manner required by law. Failure
or by mail to any registered owner, or any
ct the validity of any proceeding for the
o called for redemption will cease to bear
redemption date, provided that. the funds for
pith the place of payment at that time.
Registrar. The City appoints the Finance
Registrar. The City reserves the right to
on 30 days' notice, in which event the
all cash and Bonds in its possession to the
iver the bond register to the successor
2.05. Execution, Authentication and Delivery. The Bonds will be prepared
under the direction of the Manager and executed on behalf of the City by the
signatures of the Mayor and the Manager, provided that all signatures may be
printed, engraved or lithographed facsimiles of the originals. In case any
officer whose signature or a facsimile of whose signature appears on the Bonds
ceases to be such officer before the delivery of any Bond, such signature or
facsimile will nevertheless be valid and sufficient for all purposes, the same
as if the officer had remained in office until delivery. Notwithstanding such
execution, a Bond will not be valid or obligatory for any purpose or entitled to
any security or benefit under this Resolution unless and until a certificate of
authentication on the Bond has been duly executed by the manual signature of an
authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed
certificate of authentication on each Bond is conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have
been so prepared, executed and authenticated, the Finance Manager shall deliver
the same to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
Section 3. Form of Bond.
3.01. The Bonds will be prepared as typewritten bonds in substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY -0F RICHFIELD
GENERAL OBLIGATION REFUNDING BONDS, SERIES 1991
Date of
Rate Maturity Original Issue CUSIP
September 1, 1991
No. ~
The City of Richfield, Minnesota, a duly organized and existing municipal
corporation in Hennepin County, Minnesota (City), acknowledges itself to be
indebted and for value received hereby promises to pay to
CEDE & CO.
or registered assigns, the principal sum of $ on the maturity date
specified above with interest thereon from the date hereof at the annual rate
specified above, payable February 1 and August 1 in each year, commencing
February 1, 1992, 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
surrender hereof, the principal here
States of America by wire transfer
of the City as Bond Registrar, Pay:
Agent, or its designated successor
the prompt and full payment of suct
tively become due, the full faith a
been and are hereby irrevocably plec
The City may elect on Februa
thereafter, to prepay Bonds due
be in whole or in part and if in
maturity. If less than all Bonds
City will notify Depository Trust
securities depositories of the par
All prepayment shall be at a price
interest hereon and, upon presentation and
of are payable in lawful money of the United
on each payment date by the Finance Manager
ng Agent, Transfer Agent and Authenticating
under the Resolution described herein. For
principal and interest as the same respec-
id credit and taxing powers of the City have
ged.
1, 1999, and on any interest payment date
or after February 1, 2000. Redemption may
rt, redemption shall be in inverse order of
f a maturity are called for redemption, the
ompany ("DTC") and certain other registered
cular amount of such maturity to be prepaid.
f par and 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 by the Code for
the calendar year of issue.
This Bond is .one of an is:
$5,615,000 all of like original i
maturity date, redemption privilege,
resolution adopted by the City Cou
for the purpose of providing mone:
outstanding maturities of certain g~
to and in full conformity with t
Minnesota, including Minnesota St
hereof and interest hereon are F
against property specially benefite
taxes, and certain tax increment ply
forth in the Resolution to which
rights and powers thereby conferred
irrevocably pledged for payment of
itself to levy additional ad valore
in the event of any deficiency in
pledged, which taxes may be levied ~
Bonds of this series are issued onl
for each date of maturity equal to ~
,ue in the aggregate principal amount of
ssue date and tenor, except as to number,
and interest rate, all issued pursuant to a
icil on September 9, 1991 (the Resolution),
to refund in advance of maturity certain
:neral obligation bonds of the City, pursuant
he Constitution and laws of the State of
itutes, Chapter 475.67, and the principal
ayable primarily from special assessments
d by local improvements, certain ad valorem
:dged to the payment of the Bonds, all as set
reference is made for a full statement of
The full faith and credit of the City are
this Bond and the City Council has obligated
m taxes on all taxable property in the City
special assessments, tax increment and taxes
rithout limitation as to rate or amount. The
y as fully registered Bonds in denominations
he principal amount maturing on such date.
As provided in the Resolution
therein, this Bond is transferable
office of the Bond Registrar, by the
owner's. attorney duly authorized in
a written instrument of transfer
•executed by the registered owner o
the City will cause a new Bond c
transferee or registered owner, of
at the same rate and maturing on the
tax, fee or governmental charge req
fer.
ind subject to certain limitations set forth
ipon the books of the City at the principal
registered owner hereof in person or by the
writing. upon surrender hereof together with
satisfactory to the Bond Registrar, duly
the owner`s attorney. Upon such transfer
r Bonds to be issued in the name of the
the same principal amount, bearing interest
same date, subject to reimbursement for any
sired to be paid with respect to such trans-
The City and the Bond Registrar may deem and treat the person in whose name
this Bond is registered as the absolute owner hereof, whether this Bond is
overdue or not, for the purpose of receiving payment and for all other purposes,
and neither the City nor the Bond Registrar will be affected by any notice to
the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the 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 constitu-
tional or statutory limitation of indebtedness.
This Bond is not be valid or obligatory for any purpose or entitled to any
security or benefit under the Resolution until the Certificate of Authentication
hereon has been executed by the Bond Registrar by manual signature of one of its
authorized representatives.
IN WITNESS WHEREOF, the City of Richfield, Hennepin. County, Minnesota, by
its City Council, has caused this Bond to be executed on its behalf by the
manual or facsimile signatures of the Mayor and City Manager. and has caused this
Bond to be dated as of the date set forth below.
Dated:
CITY OF RICHFIELD, MINNESOTA
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
CITY FINANCE MANAGER, REGISTRAR
By
Authorized Representative
REGISTRATION PROVISIONS
Thin bond has been registered as to principal and interest in the name of
the Registered Owner specified below on the registration books of the City of
Richfield, Minnesota.
Date of Registered' Signature of
Registration Owner City Finance Manager
1991 .CEDE & CO.
Employer Identification
No .
3.02. Book-Entry System. The Bonds shall 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 1.03 hereof. Upon initial issuance, the
ownership of each such Bond shall be registered in the registration books kept
by the Bond Registrar in the name of Cede Co., as nominee for 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 initially
registered in the registration books kept by the Bond Registrar in the name of
Cede & Co., as nominee of DTC.
3.03. Registration: Limited~Obligation of City. With respect to Bonds
registered in the registration books kept by the Bond Registrar in the name of
Cede & Co., as nominee of DTC, the City, the Bond Registrar and the Paying
Agent will have no responsibility o~ 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, (i) the accuracy of the
records of DTC, 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 Bond
Registrar, of any notice with respect to the Bonds, including any notice of
redemption, or (iii) the payment tq any Participant or any other person, other
than 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 Bond, 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 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 evj.dencing the obligation of the City to make payments of
principal, premium, if any, or inte!,rest pursuant to this Bond Resolution. Upon
delivery by DTC to the Finance Manager of a written notice to the effect that
DTC has determined to substitute a inew 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.
3.04. Depository Letter. The form of Depository Letter of Representations
proposed to be submitted to DTC, which is on file with the Finance Manager. and
has been presented to this meeting, is approved, and the Finance Manager is au-
thorized to execute and deliver the Depository Letter Agreement 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 will be
conclusively evidenced by the execution thereof. Any Paying Agent or Bond
Registrar subsequently appointed by the City with respect to the Bonds must
agree to take all action necessary for all representations of the City in the
Letter of Representations with respect to the Bond Registrar and Paying Agent,
respectively, to at all times be complied with.
3.05. 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 in a form
approved by the City's bond counsel 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 Bond Registrar will
authenticate Bond certificates in accordance with this Bond Resolution and the
provisions hereof will apply to the transfer, exchange and method of payment
thereof.
3.06. Payments to Cede & Co. Notwithstanding any other provision of this
Bond 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 will be made and given, respectively, in the manner provided in the
Letter of Representations.
Section 4. Payment: Security: Pledges and Covenants.
4.01. (a) The Bonds are payable from the Refunding Bonds, Series 1991A
Debt Service Fund (Debt Service Fund) hereby created, and the proceeds of
general taxes hereinafter levied (Taxes), special assessments (Assessments)
levied or to be levied for the improvements (Improvements) financed by the
Improvement Refunded Bonds and certain tax increment (Tax Increment) pledged to
the payment of the Bonds are hereby pledged to the Debt Service Fund. The City
shall maintain an "Improvements Account" (Improvements Account) and a "Tax
Increment Account" (Tax Increment Account) in the Debt Service Fund.
There is appropriated to the Tax Increment Account of .the Debt Service Fund
82.87 of (i) any amount over the minimum purchase price paid by the Purchaser
and (ii) the accrued interest paid by the Purchaser upon closing and delivery of
the Bonds. There is appropriated to the Improvements Account of the Debt
Service Fund 17..27 of (iii) any amount of the minimum purchase price paid by the
Purchaser, and (iv) the accrued interest paid by the Purchaser upon closing and
delivery of the Bonds.
(b) The City Finance Manager
Account from the General Obligation
Service Fund created by Resolution ',
debt 'service on the Tax Increment R~
Increment Refunding Bonds portion
hereafter issued and made payable f'
by a pledge of all assets in the Fu
on the Tax Increment Refunding Bond
there is not sufficient money in t]
Fund to pay the same, the Finance ~
interest from the general fund o:
reimbursed for such advances out
collected.
shall timely deposit in the Tax Increment
Redevelopment Bonds Fund Account in the Debt
o. 5751 (the Fund), the amount needed to pay
funding Bonds portion of the Bonds. The Tax
of the Bonds and all Bonds previously or
om the Fund, are equally and ratably secured
id. If any payment of principal or interest
portion of the Bonds shall become due when
e Tax Increment Account of the Debt Service
anager is directed to pay such principal or
the City, and the general fund will be
of the proceeds of tax increments when
(c) The City Finance Manager shall timely deposit in the Improvements
Account, after providing for the payment of the unrefunded portion of the City's
$1,940,000 General Obligation Improvement Bonds of 1985, dated December 1, 1985,
in accordance with Resolution No ., 7100, the proceeds of any general taxes
hereafter levied, and Assessments levied for the Improvements financed by the
1985 Improvement Bonds. If any (payment of .principal or interest on the
Improvement Refunding Bonds portion~~lof the Bonds shall become due when there is
not sufficient money in the Improvements Account of the Debt Service Fund to pay
the same, the Finance Manager is directed to pay such principal or interest from
the general fund of the City, and the general fund will be reimbursed for such
advances out of the proceeds of the~,Assessments and taxes when collected.
4.02. It is determined that', estimated collection of Assessments, tax
increments and interest thereon for~lthe 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 Director of Property Taxation of Hennepin County and to
obtain the certificate required by Section 475.63 of the Act.
4.04. Prior Resolution Pledges. The pledges and covenants of the Cit;-
made by the resolution awarding th~ sale of the Refunded Bonds (Prior Resolu-
tion) relating to the improvements, and financial management of the levy and
collection of Assessments are restated and confirmed in all respects. The _
provisions of the Prior Resolution are hereby supplemented to the extent
necessary to give full effect to the provisions of this resolution.
Section 5. Refunding: Find
>tion of Refunded Bonds.
5.01. It is hereby found and determine
presently available from the City'~,s financial
Bonds will result in a reduction of debt servic e
the Refunded Bonds as follows:
Net Effective Refunded
Interest Rate Bonds
Tax Increment Bonds 7.857
Improvement Bonds 7,.937
d that based upon information
advisers, the issuance of the
or interest cost to the City on
Refunding
Bonds
5.837
The dollar value of such debt service or interest cost savings (Reduction) is
$244,826.66, and the present value of the Reduction is $221,390.60. The dollar
amount of the Reduction is 7.317 of the debt service on the Refunded Bonds. The
Reduction, after the inclusion of all authorized expenses of refunding in the
computation of the effective interest rate on the Bonds, is adequate. to
authorize the issuance of the Bonds as provided by Section 475.67, Subdivision
12 of Minnesota Statutes.
5.02. As of the date of delivery of and payment for the Bonds the proceeds
of the Bonds (Proceeds), in the amount of $5,571,873.78 together with other
funds (Funds) in the amount of $ 0 are hereby appropriated for such purpose
as shall be necessary to pay the principal of, interest on and redemption
premium (if any) on the Refunded Bonds to their maturity or the date on which
they are called for redemption, whichever date is earlier, less necessary
expenses of the issuance of the Bonds and less any amount of Proceeds in excess
of $5,568,709.22 required to be deposited in the Debt Service Fund, are hereby
pledged and appropriated and shall be deposited in an escrow account (Escrow
Account) with American National Bank and Trust Company, St. Paul, Minnesota, a
suitable financial institution within the state, whose deposits are insured by
the Federal Deposit Insurance Corporation, whose combined capital and surplus is
not less than $500,000 and said financial institution is hereby designated
escrow agent (Escrow Agent) for such funds. The Proceeds and Funds shall be
invested in securities maturing or callable at the option of the holder on such
dates and bearing interest at such rates as shall be required to provide
sufficient funds, together with any cash or other funds retained in the Escrow
Account, to pay when due the interest to accrue on each of the Refunded Bonds at
maturity or on the. date on which it is called as herein provided and to pay the
principal amount of each such obligation at maturity or on the date on which it
has been called for redemption and to pay any premium required for redemption on
such date. The. monies in the Escrow Account shall be used solely for the
purposes herein set forth and for no other purpose, except that if any surplus
shall remain in the Escrow Account after all of the Refunded Bonds. and interest
(and any premium) thereon are paid, then such balance shall be transferred to
the City.
5.03. No portion of the proceeds of the Bonds shall be used directly or
indirectly to acquire higher yielding investments or to replace funds which were
used directly or indirectly to acquire higher yielding investments, except (i)
for a reasonable temporary period until such proceeds are needed. for the purpose
for which the Bonds were issued, and (ii) in addition to the above, in an amount
not greater than the lesser of five percent of the proceeds of the Bonds or
$100,000. To this effect, any proceeds of the Ronds and any sums from time to
time held in the Debt Service Fund (or any other City account which will be used
to pay principal and interest to become due on the Bonds) in excess of amounts
which under the applicable federal arbitrage regulations may be invested without
regard as to yield shall not be invested at a yield in excess of the applicable
yield restrictions imposed by the arbitrage regulations on such investments
after taking into account any applicable temporary periods or minor portion made
•available under the federal arbitrage regulations. In addition, the proceeds of
the Bonds and money in the Fund shall not be invested in obligations or deposits
issued by, guaranteed by or insured by the United States or any agency or
instrumentality thereof if and to the extent that such investment would cause
the Bonds to be federally guaranteed within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the Code).
5.04. It is hereby found ai
available and appropriated to the
with the permitted earnings on the
maturity or redemption all of the
premium (if any).on the Refunded Bor
d determined that the Proceeds and Funds
'sscrow Account will be sufficient, together
investment of the Escrow Account, to pay at
principal of, interest on and redemption
ds.
5.05. Securities purchased from the monies in the Escrow Account shall be
limited to securities specified in~i Section 475.67, Subdivision 8 of the Act.
Securities purchased for the Escrow Account shall be purchased simultaneously
with the delivery of and payment for the Bonds. The Mayor and City Manager are
authorized and directed to purchase~isuch securities.
5.06. The Tax Increment Refunded Bonds and the Improvement Refunded Bonds
maturing on February 1, 1996 and thereafter shall be redeemed and prepaid on
February 1, 1995. The Refunded Bonds shall be redeemed and prepaid in
accordance with their terms and in accordance with the terms and conditions set
forth in the 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 Manager is hereby authorized. and directed to
forthwith publish the Notice of Cal~~l for Redemption in a publication qualified
under Section 475.54 of the Act and to send written notices of call to the
paying agent for the Refunded Bonds; provided that published notice alone shall
be effective.
5.07. General Obligation Pledge. For the prompt and full payment of the
principal and interest on the Bonds, as the same respectively become due, the
full faith, credit and taxing powers of the City shall be and are hereby irrev-
ocably pledged. If the balance in 'I the Escrow Account or Debt Service Fund is
ever insufficient to pay all princ~.pal and interest then due on the Bonds and
any other bonds payable therefrom, the deficiency shall be promptly paid out of
monies in the general fund of the City which are available for such purpose, and
such general fund may be reimbursed with or Without interest from the Escrow
Account or Debt Service Account when a sufficient balance is available therein.
5.08. Escrow Agreement. On ',or prior to the delivery of the Refunding
Bonds, the Mayor and the City Manager are hereby authorized and directed to
execute on behalf of the City an elscrow agreement (Escrow Agreement) with the
Escrow Agent in substantially the florm now on file with the City Manager. All
essential terms and conditions of the Escrow Agreement, including payment by the
City of reasonable charges for the services of the .Escrow Agent, are hereby
approved and adopted and made a part of this resolution, and the City covenants
that it will promptly enforce all ~Iprovisions thereof in the event of default
thereunder by the Escrow Agent. ',
5.09. Defeasance. When all '',Bonds and all interest thereon, have been
discharged as provided in this paragraph, all pledges, covenants and other
rights granted by this resolution ',to'the holders of the Bonds shall cease,
except that the pledge of the full '',faith and credit of the-City for the prompt
and full-payment of the principal of and interest on the Bonds shall remain in
full force and effect. The City may discharge all Bonds which are due on any
date by depositing with the Registrar on or before that date a sum sufficient
for the payment thereof in full; if '', any Bond should not be paid when due, it may
nevertheless be discharged by depositing with the Registrar a sum sufficient for
EXHIBIT D-1
NOTICE OF CALL FOR REDEMPTION
$6,265,000 GENERAL OBLIGATION REFUNDING BONDS, SERIES 1985
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, 1995
all outstanding bonds of the City designated as General Obligation Refunding
Bonds of 1985, dated December 1, 1985,. having stated maturity dates of February
1 in the years 1996 through 2002, both inclusive, totalling $4,240,000 in
principal amount, and with the following CUSIP numbers:
The bonds are being called at a price of par plus accrued interest to February
1, 1995, 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, 1995.
Dated: 1991.
BY ORDER OF THE CITY COUNCIL
By
City Manager
City of Richfield, Minnesota
Further Information:
EXHIBIT D-2
NOTICE OFCALL FOR REDEMPTION
$1,940,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1985
CITY OF RICHFIELD
HENNEPINCOUNTY, 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, 1995
all outstanding bonds of the City designated as General Obligation Improvement
Bonds of 1985, dated December 1, 1985, having stated .maturity dates of February
1 in the years 1996 through 20Q6, both inclusive, totalling .$555,000 in
principal amount, and with the following CUSIP numbers:
The bonds are being called at a price of par plus accrued interest to February
1, 1995, on which date all interestl~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'lor before February 1, 1995.
Dated: 1991.
BY ORDER OF THE CITY COUNCIL
By
City Manager
City of Richfield, Minnesota
Further Information:
the payment thereof in full with interest accrued to the date of such deposit.
The City may also at any time discharge and defease the Bonds in their entirety
by complying with the provisions of Section 475.67 of Minnesota Statutes, except
that the funds deposited in escrow in accordance. with said provisions may (to
the extent permitted by law) but need not be, in whole or in part, proceeds of
bonds as therein provided without the consent of any Bondholders.
Section 6. Authentication of Transcript.
6.01. The officers of the City are authorized and directed to prepare and
furnish to the Purchaser and to the attorneys approving the Bonds, certified
copies of proceedings and records of the City relating to the Bonds and to the
financial condition and affairs of the City, and such other certificates,
affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their
control, relating to the validity and marketability of the Bonds and such
instruments, including any heretofore furnished, shall be deemed representations
of the City as to the facts stated therein.
6.02. The Mayor and City Manager are hereby authorized and directed to
certify that they. have examined the Official Statement prepared and circulated
in connection with the issuance and sale of the Bonds and that to the best of
their knowledge and belief the Official Statement is a complete and accurate
representation of the facts and representations made therein as of the date of
the Official Statement.
Section 7. Tax Covenant.
7.01. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers,
employees or agents any action which would cause the interest- on the Bonds to
become subject to taxation under the Internal Revenue Code of 1986, as amended
(the Code), and the Treasury Regulations promulgated thereunder, in effect at
the time of such actions, and that it will take or cause its officers, employees
or agents to take, all affirmative action within its power that may be necessary
to ensure that such interest will not become subject to taxation under the Code
and applicable Treasury Regulations, as presently existing or as hereafter
amended and made applicable to the Bonds.
7.02. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the
Bonds under Section 103 of the Code, including without limitation requirements
relating to temporary periods for investments, limitations on amounts invested
at a yield greater than the yield on the Bonds, and the rebate of excess invest-
ment earnings to the United States.
7.03. 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. In order to qualify theBonds as "qualified tax-exempt obligations"
within the meaning of Section 265(b~(3) of the Code, the City makes the follow-
ing factual statements and representations:
(a) the Bonds are .not "private activity bonds" as defined in Section
141 of the Code; '~
(b) the City hereby des'~ignates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations
(other than private activity bonds, treating qualified 501(c)(3) bonds as
not being. private activity bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 1991 will not exceed
$10,000,000; and i,
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1991 have been designated for purposes of Section
265(b)(3) of the Code. ',
7.05. The City shall use it's best efforts to comply with any federal
procedural requirements which may a~ply in order to effectuate the designations
made by this section. ~,
Passed and adopted this 9th day of September, 1991, by the City Council of
the City of Richfield.
Martin Kirsc Mayor
Attest: ~
Thomas Ferber, Clerk