88-7452R13
RESOLUTION NO. 7452
A RESOLUTION AWARDING THE SALE OF ;4,555,000 GENERAL
OBLIGATION REFUNDING IMPROVEMENT BONDS OF 1988;
PROVIDING FOR THE FORM AND SPECIFICATIONS THEREOF;
PROVIDING FOR THEIR PAYMENT; PROVIDING FOR THE
ESCROWING AND INVESTMENT OF THE PROCEEDS THEREOF;
AND PROVIDING-FOR THE REDEMPTION OF BONDS REFUNDED THEREBY.
BE IT RESOLVED By the City Council of the City of Richfield,
Minnesota (City), as follows:
Section 1. Sale of Refunding Bonds.
1.01. The bid of Dain Bosworth, Inc. (Purchaser) to purchase
X4,555,000 General Obligation Refunding Improvement Bonds of 1988 (Re-
funding Bonds), bearing interest as follows:
Year of Maturity Interest Rate (2 per annum)
1993 6.102
1994 6.25
1995 6.40
1996 6.50
1997 6.60
1998 6.70
1999 6.80
2000 6.90
2001 7.00
2002 7.10
2003 7.15
2004 7.20
(Net effective interest rate: 6.91412) is hereby accepted, said offer
being to purchase the Refunding Bonds at a price of X4,502,617.50 plus
accrued interest to date of delivery. Of the purchase price the sum
of ~ 0 shall be deposited in the Debt Service Account established
by Section 3. The Mayor and the Manager are directed to execute a
contract with the Purchaser on behalf of the City.
1.02. The City shall forthwith issue the Refunding Bonds pur-
suant to Minnesota Statutes, Chapter 475 (Act) which Refunding Bonds
shall be initially numbered R-1 upwards., in the denomination of $5,000
each or any integral multiple thereof, originally dated October 1,
1988, bearing interest as above provided, payable February 1, 1989,
and semiannually thereafter on August 1 and February 1 in each year.
The Refunding Bonds shall mature serially on February 1 in the years
and amounts as follows:
Year Amount
1993 ~ 55,000
1994 415,000
1995 425,000
.1996 460,000
1997 480,000
1998 500,000
1999 525,000
2000 525,000
2001 555,000
2002 575,000
2003 20,000
2004 20,000
Resolution No.7452
-2-
1.03. In order to compl}~II with the provisions of Section 475.54,
Subdivision 1 of the Act, the i turity schedule of the Refunding Bonds
is hereby combined with the 1988 through 1994 maturities of the
Refunded Bonds (as hereinafter defined) as permitted by Section
475.54, Subdivision 2 of the A~Ct.
1.04. The City may elect
payment date thereafter, to p'
1998. Redemption may be in ~
subject to prepayment. If r
Bonds remaining unpaid which
prepaid first. If only part
maturity date are called for
to be prepaid will be chosen b
shall be at a price of par and
on February 1, 1997 and on any interest
spay Bonds due on or after February 1,
hole or in part of the Refunding Bonds
:demption is in part, those Refunding
have the latest maturity date will be
~f the Refunding Bonds having a common
prepayment the specific Refunding Bonds
~ lot by the Registrar. All prepayments
accrued interest.
1.05. The Refunding Bonds shall be issuable only in fully regis-
tered form. The interest the~eon and, upon surrender of each Refund-
ing Bond, the principal amount thereof shall be payable by check or
draft issued by the Registrar ,described herein.
1.06. Dates; Interest Pa
be dated as of the last inte
authentication to which inter
available for payment, unless
interest payment date to whicl
able for payment, in which cap
of the date of authentication
prior to the first interest p~
Bond shall be dated as of the
the Refunding Bonds shall be
each year, commencing February
as of the close of business
preceding month, whether or no
~ment Dates. Each Refunding Bond shall
est payment date preceding the date of
st on the Bond has been paid or made
(i) the date of authentication is an
interest has been paid or made avail-
s such Refunding Bond shall be dated as
or (ii) the date of authentication is
yment date in which case such. Refunding
late of original issue. The interest on
payable on February 1 and August 1 in
1, 1989, to the owner of record thereof
n .the fifteenth day of the immediately
such day is a business day.
1.07. Registration. Pursuant to the Act the City shall appoint,
and shall maintain, a bond registrar., transfer agent, authenticating
agent and paying agent (Regi~trar). The effect of registration .and
the rights and duties of the City and the Registrar with respect
thereto shall be as follows:
(a) Register. Thel~Registrar shall keep at its principal
corporate trust office a bond register in which the Registrar
shall provide for the registration of ownership of Refunding
Bonds and the registration of transfers and exchanges of Refund-
ing Bonds entitled to be registered, transferred or exchanged.
(b ) Transfer of Bon
Refunding Bond duly endo~
accompanied by a written
factory to the Registrar;
thereof or by an attorney
in writing, the Registrar
name of the designated tr
Refunding Bonds of a lik
ity, as requested by the
close the books for re
fifteenth day of the mon
and until such interest p
ls. Upon surrender for transfer of any
sed by the registered owner thereof or
instrument of transfer, in form satis-
duly executed by the registered owner
duly authorized by the registered owner
shall authenticate and deliver, in the
insferee or transferees, one or more new
aggregate principal amount and matur-
:ransferor. The Registrar may, however,
;istration of any transfer after the
:h preceding each interest payment date
~yment date.
Resolution No. 7452 -3-
(c) Exchange of Bonds. Whenever Refunding Bonds are
surrendered by the registered owner .for exchange the .Registrar
shall authenticate and deliver one or more new Refunding Bonds of
a like aggregate principal amount and maturity, as requested by
the registered owner or the owner's attorney in writing.
(d) Cancellation. Refunding .Bonds surrendered upon any
transfer or exchange shall be promptly cancelled by the Registrar
and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Refunding
Bond is presented to the Registrar for transfer, the Registrar
may refuse to transfer the same until it is satisfied that the
endorsement on the Refunding Bond or separate instrument of
transfer is valid and genuine and that the requested transfer is
legally authorized. .The Registrar shall 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 Refunding Bond is at any time
registered in the bond register as the absolute owner of such
Refunding Bond, whether such Refunding Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of,
the principal of and interest on such Refunding Bond and for all
other purposes, and all such payments so made to any such regis-
tered owner or upon the owner's order shall be valid and effectu-
al to satisfy and discharge the liability upon such .Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For .every transfer or ex-
change of Refunding 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 such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case
any Refunding Bond shall become mutilated or be destroyed, stolen
or lost, the Registrar shall deliver a new Refunding Bond of like
amount, number, maturity date and tenor in exchange and substi-
tution for and upon cancellation of any such mutilated Refunding
Bond or in lieu of and in substitution for any such Refunding
Bond destroyed, stolen or lost, upon the payment of the reason-
able expenses and charges of the Registrar in connection there-
with; and, in the case of a Refunding Bond destroyed, stolen or
lost, upon filing with the Registrar of evidence satisfactory to
it that such Refunding 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, in which both the City and the Registrar.
shall be named as obligees. All Refunding Bonds so surrendered
to the Registrar shall be cancelled by it and evidence of such
Resolution No. 7452
-4-
cancellation shall be g#ven to the City. If the mutilated,
destroyed, stolen or lost Refunding Bond has already matured or
been called for redemption in accordance with its terms it shall
not be necessary to issue a new Refunding Bond prior to payment.
(i) Redemption. Intl the event any of the Refunding Bonds
are called for redemption, notice thereof identifying the Bonds
to be redeemed will be g~ven by the Registrar by mailing a copy
of the redemption notice by first class mail (postage prepaid)
not more than 60 and no less than 30 days prior to the date
fixed for redemption to the registered owner of each Refunding
Bond to be redeemed at the address shown on the registration
books kept by the Regist ar and by publishing said notice in the
manner. required by law. Failure to give such notice by publica-
tion or by mail to any registered owner, or any defect therein,
will not affect the validity of any proceeding for the redemption
of Refunding Bonds. All Refunding Bonds so called for redemption
will cease to bear intere,~st after the specified redemption date,
provided that the funds ';for the redemption are on deposit with
the place of payment at that time.
1.08. A ointment of Initial Re istrar. The City hereby. ap-
points National City Bank of inneapolis, Minneapolis, Minnesota, as
the initial Registrar. The Mliayor and the 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 resultingicorporation is a bank or trust company
authorized by law to conduct such business, such corporation shall be
authorized to act as successors,, Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services
performed. The City reservesl~the right to remove the Registrar upon
30 days' notice and upon the ppointment of a successor Registrar, in
which event the predecessor Registrar shall deliver all cash and
Refunding Bonds in its possession to the successor Registrar and shall
deliver the bond register to the successor Registrar. On or before
each principal or interest due date, without further order of this
Board, the Finance Manager s all transmit to the Registrar moneys
sufficient for the payment of ~11 principal and interest then due.
1.09. Execution, Authentication and Delivery. The Refunding
Bonds shall be prepared underthe direction of the Clerk and shall be
executed on behalf of the Cityj 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 shall appear on the
Refunding Bonds shall cease to be such officer before the delivery of
any Refunding Bond, such signature or facsimile shall nevertheless be
valid and sufficient for all p~rposes, the same as if such officer had
remained 3n office until delivlery. Notwithstanding such execution, no
Refunding. Bond shall be validior obligatory for any purpose or enti-
tled to any security or benefit under this Resolution unless and until
a certificate of authenticatioln on such Bond has been duly executed by
the manual signature of an authhorized representative of the Registrar.
Resolution No. 7452 -5-
Certificates of authentication on different Refunding Bonds need not
be signed by the same representative. The executed certificate of
authentication on each Refunding Bond shall be conclusive evidence
that it has been authenticated and delivered under. this Resolution.
1.10. Delivery. When the Refunding Bonds. have been so prepared,
executed and authenticated, the Finance Manager shall deliver the same
to the Purchaser thereof upon payment of the purchase price in accor-
dance with the contract of sale heretofore made and executed, and the
Purchaser shall not be obligated to see to the application of the
purchase price.
1.11. Temporary Bonds. The City may elect to deliver in lieu of
printed definitive Refunding Bonds, one or more typewritten temporary
bonds in substantially the form set forth in Section 2 with such
changes as may be necessary to reflect. more than one maturity in a
single temporary bond. Upon the execution and delivery of definitive
bonds the temporary bonds shall be exchanged therefor and cancelled.
Section 2. Form and Execution.
2.01. The Refunding Bonds shall be printed in substantially the
following form:
[Face of the Bond)
UNITED STATES OF AMERICA.
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION REFUNDING IMPROVEMENT BOND OF 1988
Date of
Rate Maturity Original Issue CUSIP
October 1, 1988
No.
The City of Richfield, a duly organized and existing munici-
pal corporation in Hennepin County, Minnesota (City), acknowledges
itself to be indebted and for value received hereby promises to pay to
or registered assigns, the principal sum of THOUSAND
DOLLARS (~ ,000) 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,
1989, to the person in whose name this Bond is registered at the close
of business on the 15th day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presenta-
tion and surrender hereof, the principal hereof are payable in lawful
money of the United States of America by check or draft by National
City Bank of Minneapolis, Minneapolis, Minnesota, as Transfer Agent,
Resolution No. 7452
-6-
Bond Registrar, Authenticating Agent, and Paying Agent, or its desig-
nated successor under the Reso ution described herein. For the prompt
and full payment of such pri cipal and interest as the same respec-
tively become due, the full f ith and credit and taxing powers of the
City have been and are hereby ,irrevocably pledged.
The City may elect c
payment date thereafter, to pr
February 1, 1998. Redemption
subject to prepayment. If rep
ing unpaid which have the latE
If only part of the Bonds havi
prepayment the specific Bonds
the Registrar. All prepayment
interest to date of redemption
n February 1, 1997, and on any interest
:pay. Bonds of this issue due on or after
aay be in whole or in part of the Bonds
emption is in part, those Bonds remain-
st maturity date will be prepaid first.
zg a common maturity date are called for
to be prepaid will be chosen by lot by
a shall be at a price of par and accrued
Additional. provisions of this Bond are contained on the
reverse hereof and such provisions shall for all purposes have the
same effect as though fully set forth in this place.
This Bond shall notl~be valid or become obligatory for any
purpose or be entitled to any 'security or benefit under the Resolution
until the Certificate of Authl~entication hereon shall have been exe-
cuted by the Bond Registrar by; manual signature of one of its author-
ized representatives. ',
IN WITNESS WHEREOF, the City of Richfield, Hennepin County,
Minnesota, by its City Council, has caused this Bond to be executed on
its behalf by the facsimile signatures of the Mayor and 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
CERTIFI'iCATE OF AUTHENTICATION
This is one of the ~~IBonds delivered pursuant to the Resolu-
tion mentioned within." '
NATIONAL CITY BANK OF MINNEAPOLIS
Bond Registrar
By
Authorized Representative
Resolution No. J 452
-7-
[Reverse of the Bond]
This bond is one of an issue of bonds in the total principal
amount of X4,555,000, all of like original issue date and .tenor except
as to interest rate, maturity and redemption privilege, all issued by
the City pursuant to a resolution adopted by the City Council on
September 12, 1988 (Resolution) for the purpose of providing money to
refund, pursuant to Minnesota Statutes, Section 475.67, in advance of
their maturity and at their first redemption date, a portion of the
outstanding principal amount of certain general obligation bonds of
the City. The Bonds of this issue have been issued for the purpose of
providing money sufficient for a crossover refunding pursuant to
Minnesota Statutes, Section 475.67, Subdivision 13, on their
respective first redemption dates, bonds of the following issues of
general obligation bonds. of the City (Refunded Bonds): a) General
Obligation Improvement Bonds of 1980, and b) General Obligation
Improvement Bonds of 1983.
This bond is payable out of the Escrow Account and Debt Service
Account in the City's Refunding Improvement Bonds of 1988 Fund, to
which have been duly pledged special assessments for various assess-
able local improvements financed by the proceeds of the Refunded Bonds:
pursuant to Minnesota Statutes, Chapter 429. This Bond constitutes a
general obligation of the City and, to provide moneys for the prompt
and full payment of its principal and interest as the same become due,
the full faith and credit of the City is hereby irrevocably pledged,
the City Council will levy ad valorem taxes, if required for. such
purpose, which taxes may be levied on all of the taxable property in
the City without limitation as to rate or amount. The bonds of this
series are issued in denomination of X5,000 or any integral multiple
thereof, of single maturities.
As provided in the Resolution and subject to certain limita-
tions set forth therein, this Bond is transferable upon the books of
the City at the principal office of the Bond Registrar, by the regis-
tered owner hereof in person or by the owner's attorney duly author-
ized in writing upon surrender hereof together with a written instru-
ment of transfer satisfactory to the Bond Registrar, duly executed by
the registered owner or the owner's attorney; and may also be surren-
dered 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.
Resolution No. 7452
IT IS HEREBY CERTIFI
all acts, conditions and thin
and the Constitution and laws
exist, to happen and to be pe
ance of this Bond in order t
obligation of the City in acc
do exist, have happened and h
that the issuance of this Bonc
City to exceed any constitutic
indebtedness.
-8-
~, RECITED, COVENANTED AND AGREED that
s required by the charter of the city
f the State of Minnesota to be done, to
formed preliminary to and in the issu-
make it a valid and. binding general
rdance with its terms, have been done,
ve been performed as so required, and
does not cause the indebtedness of the
ial, statutory or charter limitation of
(Form of certificate to jbe printed on the reverse side of each
Refunding Bond, following a full copy of the legal opinion.)
I certify that the above'lis a full, true and correct copy of the
legal opinion rendered by bond counsel on the issue of Bonds of the
City of Richfield, Hennepin iCounty, Minnesota, which includes the
within Bond, dated as of the date of delivery of and payment for the
Bonds.
i
'i (Facsimile Signature)
', City Clerk
The following abbrevl';iations, when used in the inscription of
the face of this Bond, shall be construed as though they were written
out in full according to appli',cable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common I (Gust) (Minor)
i
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants witjh
right of survivorshi,'p and
not as tenants in common
Additional
above list.
under Uniform Gifts or
Transfers to Minors
Act .
(State)
may also be used though not in the
Resolution No. 7452 -9-
..ASSIGNMENT
For value received,. the undersigned hereby sells, assigns
and transfers unto
the within Bond and all rights there-
under, 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, with-
out 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:
(Include information for all joint owners if
this Bond is held by joint account)
Please insert social security or
other identifying number of assignee
2.02. The Clerk shall obtain a copy of the proposed approving
legal opinion of LeFevere, Lefler, Kennedy, O'Brien 6 Drawz, a Profes-
sional Association, Minneapolis, Minnesota, which shall be complete
except as to dating thereof and shall cause the opinion to be printed
on each Refunding Bond, together with a certif icate to be signed by
the facsimile signature of the Clerk in substantially the form set
forth in the form of bond. The Clerk is hereby authorized and direct-
ed to execute such certificate in the name of the City upon receipt of
such opinion and to file the opinion in the City offices.
Resolution No. 7452
-10-
Section 3. Refundingt Bonds:. Securit
3.01. Refunded Bonds. ~he outstanding bonds of the City to be
refunded by the Refunding Bonds are referred to in this Resolution as
the "Refunded Bonds" and are as follows:
a) X6,100,000 General Obligation Improvement Bonds of
1980, dated September 1,.1980 (1980 Refunded Bonds) ®f
which ~3,960,Ob0 in principal amount is subject to
redemption on February 1, 1993;-and
b) X825,000 Genera'll Obligation Improvement Bonds of 1983,
dated December 1, 1983 (1983 Refunded Bonds), of which
X475,000 in principal amount is subject to redemption
on February 1, ,1992.
3.03. Fund and Accounts.
istration of the moneys to b
Bonds and the Refunded Bond;
security to the Purchaser and
ing Bonds and Refunded Bonds,
to be designated the "Refundin
to be administered and mainta
keeping account separate and t
the official financial records
tained in the manner herein s~
have been paid and until all
thereon shall have been fully
Fund two separate accounts, tc
"Debt Service Account", respec
For the convenience and proper adman-
: borrowed and repaid on the Refunding
and to make adequate and specific
solders from time to time of the Refund-
there is hereby created a special fund
Improvement Bonds of 1988 Fund" (Fund)
.ned by the Finance Manager as a book-
part from all other funds maintained in
of the City. The Fund shall be main-
ecified until all of the Refunded Bonds
~f the Refunding Bonds and the interest
paid. There shall be maintained in the
be designated the "Escrow Account" and
:ively.
(i) Escrow Account.
as an escrow account w:
(Escrow Agent) in Minne~
financial institution wit
by the Federal Deposit I
capital and surplus is n
the sale of the Refundin
Agent and applied to funs
issuing the Refunding Bon
used to pay costs of iss~
appropriated to the Escrc
earnings thereon. The
securities maturing or c
such dates and bearing
quired to provide suffic
other funds retained in
the interest to accrue <
February 1, 1992, and a
Bonds to and including
interest on the Refundin;
Bonds and the 1980 Refunc
The Escrow Account shall be maintained
th National City Bank of Minneapolis,
polis, Minnesota, which is a suitable
ain the State whose deposits are insured
~surance Corporation and whose combined
~t less than X500,000. All proceeds of
Bonds shall be received by the Escrow
the Escrow Account and to pay costs of
3s. Proceeds of the Refunding Bonds not
~ance are hereby irrevocably pledged and
w Account, together with all investment
Escrow Account shall be invested in
illable at the option of the holder on
.nterest at such rates as shall be re-
sent funds, together with any cash or
:he Escrow Account, to (i) pay when due
n each Refunding Bond to and including
portion of the interest on the Refunding
February 1, 1993, which represents the
Bonds which refunded the 1983 Refunded
ed Bonds, and (ii) to pay when due upon
Resolution No. 7452 -11-
the respective redemption dates the principal amount of each of
the Refunded Bonds subject to redemption prior to maturity. The
Escrow Account shall be irrevocably appropriated to the payment
of the .principal of and interest on the Refunding Bonds until the
proceeds of the Refunding Bonds therein are applied to prepayment
of the respective Refunded Bonds.. The moneys in the Escrow
Account shall be used solely for the purposes. herein set forth
and for no other purpose, except that any surplus in the Escrow
Account may be remitted to -the City, all in accordance with an
the Escrow Agreement (hereafter defined) by and. between the City
and the Escrow Agent. Any moneys remitted to the City upon
termination of the Escrow Agreement shall be deposited in the
Debt Service Account.
(ii) Debt Service Account. To the Debt Service Account
there is hereby pledged and irrevocably appropriated and there
shall be credited: (1) any balance remitted to the City upon the
termination of the Escrow Agreement; (2) the following amounts:
(i) the balance as of February 2, 1993, in the Debt Service
Fund heretofore created by the. resolution awarding the
sale of the 1980 Refunded Bonds; and
(ii) the .balance as of February 2, 1992, in the Debt Service
Fund heretofore created by the resolution awarding the
sale of the 1983 Refunded Bonds.
(The resolutions above are referred to herein as the Prior
Resolutions, and the various series of Refunded Bonds are
defined in Section 3.02);
(3) any collections of all taxes hereafter levied for the payment
of the Refunding Bonds and interest thereon; (4) all investment
earnings on funds in the Debt Service Account; (5) all tax levies
made by the Prior Resolutions collected after the respective
redemption dates of the Refunded Bonds; (6) accrued interest (if
any) received upon delivery of the Refunding Bonds to the extent
not required to fund the Escrow Account; and (7) any and all
other moneys which are properly available and are appropriated by
the City Council to the Debt Service Account. The amount of any
surplus remaining in the Debt Service Account when the Refunding
Bonds and interest thereon are paid shall be used as provided in
Section 475.61, Subdivision 4 of the Act.
3.04. Use of Debt Service Account. The moneys in the Debt
Service Account shall be used solely to pay the principal of and
interest on the Refunding Bonds or any other bonds hereafter issued
and made payable from the Fund. No portion of the proceeds of the
Refunding Bonds shall be used directly or indirectly to acquire higher
Resolution No. 7452
yielding investments or to reF
indirectly to acquire higher
reasonable temporary period w
purpose for which .the Refundinf
to the above, in an amount not
of the proceeds of the Refund:
any proceeds of the Refunding
held in the Fund (or any other
principal and interest to becoi
of amounts which under the ai
may be invested without regard
yield in excess of the applic
arbitrage regulations on such
any applicable "temporary perj
under the federal arbitrage reF
the Refunding Bonds and money
obligations or deposits issue.
United States or any agency o~
extent that such investment w
guaranteed" within the meani
Internal. Revenue Code of 1986,
-12-
lace funds which were used directly or
,Melding investments, except (1) for a
itil such proceeds are needed for the
Bonds were issued, and (2) in addition
greater than the lesser of five percent
ng Bonds or $100,000. To this effect,
Bonds and any sums. from time to time
City account which will be used to pay
~e due on the Refunding Bonds) in excess
placable federal arbitrage regulations
as to yield shall not be invested at a
3b le yield restrictions imposed by the
investments after taking into account
ods" or "minor portion" made available
ulations. In addition, the proceeds of
in the Fund shall not be invested in
l by, guaranteed by or insured by the
instrumentality thereof if and to the
Auld cause the Bonds to be "federally
ig of Section 149 (b) of the federal
as amended (Code).
3.05 General Obligation Fledge. For the prompt and full payment
of the principal and interest on the Refunding Bonds, as the same re-
spectively become due, the full faith, credit and taxing powers of the
City shall be and are hereby ~~irrevocably pledged, together with all
special assessments heretofore levied for the assessable public
improvements financed by the proceeds of the Refunded Bonds. If the
balance in the Escrow Account c~r Debt Service Account is ever insuffi-
cient to pay all principal and interest then due on the Refunding
Bands and any other bonds payable therefrom, the deficiency shall be
promptly paid out of any others funds of the City which are available
for such purpose, and such oither funds may be reimbursed with or
without interest from the Escrow Account or Debt Service Account when
a sufficient balance is available therein.
3.06. Filing. The Clerk~is directed to file a certified copy of
this resolution with the Dir ctor of Property Taxation of Hennepin
County and to obtain the certificate required by Section 475.63 of the
Act. '~
3.07. P1edRe of Existi~
payment of the principal and i
hereby pledged to the payment
and collected after the respE
each series of Refunded Bonds
resolution. Those tax levies
follows:
a) For the
Tax Levies. To provide moneys for
terest on the Refunding Bonds, there is
>f the Refunding Bonds all taxes levied
tive redemption dates of the bonds of
called for redemption pursuant to this
ere for the years and in the amounts as
1980 Refunded Bonds:
Resolution No. 7452 -13-
Year Amount.- Year Amount
1992 $497,200 1997 X475,100
1993 483,900 1998 472,900.
1994 490,400 1999 467,900
1995 489,000 2000 449,800
1996. 485,500
b) For the 1983 Refunded Bonds:
Year Amount Year Amount
1991 $35,368 1995 ;29,308
1992 34,0.10 1996 27,530
1993 32,548 1997 25,648
1994 30,980 1998 23,712
The tax levies are such that if collected in full they, together with
estimated collections of investment earnings-(and until the redemption
date of the last series of Refunded Bonds, all amounts in the Escrow
Account) and special assessments herein pledged for the payment of the
Refunding Bonds, will .produce at least five percent. in excess of .the
amount needed to meet when due the principal and interest payments on
the Refunding Bonds. The tax levies shall be irrepealable so long as
any of the Refunded Bondsand Refunding- Bonds are .outstanding and
unpaid, provided that the City reserves the right to reduce the levies
in the manner and to the extent permitted. by Section 4.75.61, Subdivi-
sion 3 of the Act. The Refunded Bonds subject to redemption shall be
redeemed and prepaid as provided in Section 4.05.
3.08. Refunded Bonds: Security. Until redemption of the
Refunded Bonds all provisions made for the security thereof by the
Prior Resolutions shall be observed by the City. The Prior Resolu-
tions are hereby supplemented to the extent necessary to give full
effect to the provisions of ..this Resolution.
Section 4. Refunding: Findings: Escrow: Redemption of Refund-
ed Bonds.
4.01. It is hereby found and determined that based upon infor-
mation presently available to the City the issuance of the Refunding
Bonds will result in a reduction in interest cost to the City on the
Refunded Bonds in the amount of X253,710, the present value of which
amount is X143,038.97.
4.02. As of the date of delivery of and payment for the Refund-
ing Bonds. the proceeds (Proceeds) of the sale of the Refunding Bonds,
in the amount of $4,458,486.57, are hereby pledged and appropriated
and shall be deposited in the Escrow Account and used as provided in
the Escrow Agreement. The City shall pay the reasonable charges of
the Escrow Agent for its services.
Resolution No. 7452
4.03. The City Council
Proceeds available and approp
sufficient together with the ~
the Escrow Account to pay at
interest on and redemption prei
-14-
hereby finds and-determines that the
-lated to the Escrow Account will be
ermitted earnings on the investment of
redemption all of the principal of,
ium (if any) on the Refunded Bonds.
4.04. Securities purchased from the monies in the Escrow Account
shall be limited to securities specified in Section 475.67, Subdivi-
sion 8 of the Act. Securitiesi, purchased for the Escrow Account shall
be purchased simultaneously with the delivery of and payment for the
Refunding Bonds. The Mayor anii Manager are authorized and directed to
purchase such securities on behalf of the City.
4.05. The Refunded Bonds', subject to redemption shall be redeemed
and prepaid as follows: '',
a) The 1980 Refunding B
b) The 1983 Refunding B
s on February 1, 1993;
s on February 1, 1992.
The Refunded Bonds shall be i
their terms and in accordance
in the form of Notice of Call
Agreement as Exhibits D-1 an
hereby approved and incorporat
Escrow Agent are hereby author
the Notices of Call for Redei
Section 475.54 of the Act and
paying agents and registrars
published notice alone shall b.
edeemed and prepaid in .accordance with
with the terms and conditions set forth
for Redemption attached to the Escrow
1 D-2 which terms and conditions are
ed herein by reference. The Clerk and
sized and directed to forthwith publish
iption in publications qualified under
to send written notices of call to the
for the Refunded Bonds, provided that
effective.
4.06. On or prior to thl'e delivery of the Refunding Bonds, the
Mayor and the Manager are herleby authorized and directed to execute
and deliver on behalf of the City an escrow agreement (Escrow Agree-
ment) with the Escrow Agent inllsubstantially the form now on file with
the Clerk. All essential terms and conditions of the Escrow Agreement
are hereby approved and adopted and made a part of this resolution,
and the City covenants that i~t will promptly enforce. all .provisions
thereof in the event of default thereunder by the Escrow Agent.
4.07. When all Refund in
been discharged as provided ii
and other rights granted by
Refunding Bonds shall cease, E
and credit of the City for the
pal of and interest on the Ref
and effect. The City may disc
on any date by depositing with
sum sufficient for the payment
should not be paid when due,
depositing with the Registrar
in full with interest accrued
may also at any time dischar
Bonds and all interest thereon, have
this paragraph, all pledges, covenants
:his resolution to the holders of the
xcept that the pledge of the. full faith
prompt and full payment of the princi-
unding Bonds shall remain in full force
harge all Refunding Bonds which are due
the Registrar on or before that date a
thereof in full;. if any Refunding Bond
it may nevertheless be discharged by
~ sum sufficient for the payment thereof
to the date of such deposit. The City
Se and defease the Refunding Bonds in
Resolution No. 7452 -15-
their entirety by complying with the provisions of Section 475.67,
Subdivisions 4 to 13 of the Act, 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 refunding
bonds as therein provided without the consent of any Bondholders.
Section 5. Authentication of Transcript.
5.01. The officers of the City are hereby authorized and direct-
ed to prepare and furnish to the Purchaser and to the attorneys
approving the legality of the issuance of the Refunding Bonds, cer-
tified copies of all proceedings and records of the City relating to
the Refunding Bonds and to the financial condition and affairs of the
City, and such other affidavits, certificates and information as are
required to show the facts relating to the legality and marketability
of the Refunding bonds as the same appear from the books and records
under their custody and control or as otherwise known to them, and all
such certified copies, certificates and affidavits, including any
heretofore furnished, .shall be deemed representations of the City as
to the facts stated therein.
5.02. The Mayor, Manager and Finance Manager are hereby author-
ized and directed to certify that they have examined the Official
Statement prepared and circulated in connection with the issuance and
sale of the Refunding Bonds and .that to the best of their knowledge
and belief the Official Statement is a complete and accurate represen-
tation of the facts and representations made therein as of the date of
the Official Statement.
Section 6. Tax Matters.
6.01. Tax Covenant. The City covenants and agrees with the
holders from time to time of the Refunding 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 Refunding Bonds to become
subject to taxation under 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 actions 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 Refunding Bonds.
6.02. Tax-Exempt Status of the Bonds; Rebate. The City shall
comply with requirements necessary under the Code and within the
City's legal authority to establish and maintain the exclusion from
gross income under Section 103 of the Code of the interest on the
Refunding Bonds, 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.
Resolution No. 7452 I -16-
Section 7. Miscell
7.01. The actions of the City officers and its f inancial
advisers in preparing the Off cial Statement and negotiating the sale
of the Refunding Bonds in accordance with Section 475.60, Subdivision
2(S) are ratified and confirmed.
7.02. Resolution No. 7431,9, adopted by this Council on August 22,
1988 is rescinded.
Passed by the City Council of the City of Richfield this 12th day
of September, 1988. !,