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88-7414R84 RESOLUTION N0. 1414 A RESOLUTION AWARDING THE SALE OF $1,900,000 GENERAL OBLIGATION REDEVELOPMENT BONDS, SERIES 1988A; .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. The bid of Dain Bosworth, Inc. (Purchaser) to purchase $1,900,000 General Obligation Redevelopment Bonds, Series 1988 (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, such bid being to purchase the Bonds at a price of $1,883,470 plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year Rate Year Rate 1989 4.70 1994 5.702 1990 4.90 1995 5.90 1991 5.10 1996 6.10. 1992 5.30 1997 6.25 1993 5.50 1998 6.40 Net effective interest rate: 6.1037 1.02. The sum of $2,470 being the amount bid by the Purchaser in excess of $1,881,000, shall be credited to the Debt Service Fund herein- after referred to in Section 4. The City Finance Director is directed to deposit the good faith check of the Purchaser pending completion of the sale and delivery of the Bonds, and to return the checks of the unsuccess- ful 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 shall forthwith issue and sell the Bonds in the total principal amount of $1,900,000, originally dated May 1, 1988, in the denomination of $5,000 each or stny integral multiple thereof, numbered No. R-1 upward, bearing interest as above set forth, and which Bonds mature serially on February 1 in the years and amounts as follows: YEAR AMOUNT YEAR AMOUNT 1989 $150,000 1994 $200,000 1990 150,000 1995 200,000 1991 150,000 1996 225,000 1992 175,000 1997 225,000 1993 175,000 1998 250,000 1.04. Optional Redemptio and on any interest payment d February 1, in the years 1997 part of the bonds subject to Bonds remaining unpaid which h first. If only part of the Bc for prepayment the specific Bc the Registrar. All prepaymen interest. Section 2. Re~tistration The City may elect on February 1, 1996, to thereafter, to prepay Bonds maturing on nd 1998.. Redemption may be in whole or in repayment. If redemption is in part, those ~e the latest maturity date will be prepaid ds having a common maturity date are called ds to be prepaid will be chosen by lot by a shall be at a price of par plus accrued Payment. 2.01. Registered Form. IThe Bonds shall be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof (hall be payable by check or draft issued. by the Registrar described herein. 2.02. Dates; Interest Pad the last interest payment dat which interest on the Bond ha unless (i) the date of authent: interest has been paid or mad Bond shall be dated as of the authentication is prior to the such Bond shall be dated as of the Bonds shall be payable on mencing February 1, 1989, to th business on the fifteenth day or not such day is a business d went Dates. Each Bond shall be dated as of e preceding the date of authentication to s been paid or made available for payment, cation is an interest payment date to which available for payment, in which case such late of authentication, or (ii) the date of first interest payment date, in which case the date of original issue. The interest on February 1 and August 1 of each year, com- e owner of record thereof as of the close of ~f the immediately preceding month, whether 2.03. Registration. The'i City shall appoint, and shall maintain, a bond registrar, transfer agent, authenticating agent and paying. agent (Registrar). The effect of reg$istration and the rights and duties of the City and the Registrar with res',pect thereto shall be as follows: (a} Register. The rate trust office a bond for the registration of transfers and exchanges ferred or exchanged. (b) Transfer of Bond duly endorsed by the reg written instrument of tran duly executed by the regia authorized by the registe authenticate and deliver, transferees, one or more amount and maturity, as r may, however, close the b. the fifteenth day of the and until such interest pa istrar shall keep at its principal corpo- ister in which the Registrar shall provide iership of Bonds and the registration of Bonds entitled. to be registered, trans- s. Upon surrender for transfer of any Bond istered owner thereof or accompanied by a sfer, in form satisfactory to the Registrar, ~tered owner thereof or by an attorney duly .red owner in writing, the Registrar shall in the name of the designated transferee or new Bonds of a like aggregate principal equested by the transferor. The Registrar Woks for registration of any transfer after month preceding each interest payment date yment date. (c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner for exchange the Registrar shall 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. All 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 any Bond is pre- sented to the Registrar for transfer, the Registrar may refuse to transfer the same until it is satisfied that the endorsement on such 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 any Bond is at any time registered in the bond register as the absolute owner of such Bond, whether such Bond shall be overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on such Bond and for all other purposes, and alI such payments so made to any such registered owner or upon the owner's order shall 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 Charges. For every transfer or exchange of Bonds, the Registrar may impose a charge upon the owner thereof suffi- cient to reimburse the Registrar for any tax, fee or other govern- mental charge required to be paid with respect to such transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall become mutilated or be destroyed, stolen or lost, the Registrar shall deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of any such mutilated Bond or in lieu of and in substitution for any such Bold destroyed, stolen or lost, upon the payment of the reason- able 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 such 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 Bonds so sur- rendered to the Registrar shall be cancelled by it and evidence of such cancellation shall 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 shall not be necessary to issue a new Bond prior to payment. (i) Redemption. In redemption, notice thereo~ be given by the Registrar by first class mail (post than 30 days prior to thel owner of each Bond to be ~ tration books kept by the the manner required by lai tion or by mail to any re not affect the validity or All Bonds so called for r the specified redemption d tion are on deposit with t 2.04. Appointment of In: National City Bank, Minneapoli Mayor and the City Manager are of the City, a contract with of the Registrar with another a bank or trust company suthc corporation shall be authorize agrees to pay the reasonable a~ services performed. The City upon 30 days' notice and upon which event the predecessor Re its possession to the succef register to the successor RE interest due date, without f Director shall transmit to the of all principal and interest ~ the event any of the Bonds are called for identifying the Bonds to be redeemed will by mailing a copy of the redemption notice sge prepaid) not more than 60 and not less date fixed for redemption to the registered -edeemed at the address shown on the regis- Registrar and by publishing said notice in ~. Failure to give such notice by publica- gistered owner, or any defect therein, will any proceeding for the redemption of Bonds. edemption will cease to bear interest after ate, provided that the funds for the redemp- he place of payment at that time. teal Registrar. The City hereby appoints ;, Minnesota, as the initial Registrar. The authorized to execute and deliver, on behalf he Registrar. Upon merger or consolidation :orporation, if the resulting corporation is sized by law to conduct such business, such 3 to act as successor Registrar. The City d customary charges of the Registrar for the reserves the right to remove the Registrar :he appointment of a successor Registrar, in ;istrar shall deliver all cash and Bonds in nor Registrar and shall deliver the bond ;istrar. On or before each principal or ,rther order of this Council, the Finance Registrar moneys sufficient for the payment hen due. 2.05. Execution, Authent'~ication and Delivery. The Bonds shall be prepared under the direction of the City Clerk and shall be executed on behalf of the City by the sig' atures of the Mayor and the City 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 Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile shall nevertheless be valid ands! sufficient for all purposes, the same as if •the officer had remained in o~fice until delivery. Notwithstanding such execution, no Bond shall be vapid or obligatory for any purpose or entitled to any security or benefit unde~lr this Resolution unless and until a certif- icate of authentication on such Bgnd has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on differentjBonds need not be signed by the same repre- sentative. The executed certificate of authentication on each Bond shall be conclusive evidence that it'has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the Finance Dire~,ctor shall deliver the same to the Purchaser thereof upon payment of the purchase price in accordance with the contract of sale heretofore made and ',executed, and the Purchaser shall not be obligated to see to the applica~,tion of the purchase price. 2.06. Temporary Bonds.` The City may elect to deliver in lieu of printed definitive Bonds, one or more typewritten Bonds in substantially the form set forth in Section 3 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 3. Form of Bond. 3.01. The 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 REDEVELOPMENT BOND, SERIES 1988A Date of Rate Maturity Original Issue CUSIP z May 1, 1988 No. R- ~ The City of Richfield, a duly organized and existing municipal corpo- ration 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 ~ 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, commen- cing February 1, 1989, 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 National City Bank, Minneapolis, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on Fel date thereafter, to prepay Bonc the years 1997 and 1998. Red Bonds subject to prepayment. remaining unpaid which have the If only part of the Bonds hay prepayment the specific Bonds Registrar. All prepayments sha est. In the event any of th thereof identifying the Bonds t by mailing a copy of the reds prepaid) not more than 60 and n for redemption to the register address shown on the registrE publishing said notice in the m notice by publication or by mF therein, will not affect the vF of Bonds. All Bonds so called after the specified redemptio redemption are on deposit with ~ruary 1, 1996, and on any interest payment s of this issue maturing on February 1, in emption may be in whole or in part of the If redemption is in part, those Bonds latest maturity date will be prepaid first. ing a common maturity date are called for to be prepaid will be chosen by lot by the 11 be at a price of par plus accrued inter- e Bonds are called for redemption, notice ~ be redeemed will be given by the Registrar mption notice by first class mail (postage ~t less than 30 days prior to the date fixed :d owner of each Bond to be redeemed at the tion books kept by the Registrar and by inner required by law. Failure to give such it to any registered owner, or any defect lidity of any proceeding for the redemption for redemption will cease to bear interest z date, provided that the funds for the :he place of payment at that time. The City Council has designated the bonds of this issue as "qualified tax exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986 (Code) and within the $10,000,000 limit allowed by the Code for the calendar year of issue. Additional provisions of t~;his Bond are contained on the reverse hereof and such provisions shall for Fall purposes have the same effect as though fully set forth in this place. This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon shall have been executed by the Bond Registrar by manual signature o'f one of its authorized representatives. IN WITNESS WHEREOF, the Ci~,ty 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 City Manager and has caused this. Bond to be dated as of the date, set forth below. Dated: (facsimile) City Manager CERTIFICATE OF This is one of the Bonds mentioned within. CITY OF RICHFIELD, MINNESOTA (facsimile) Mayor AUTHENTICATION delivered pursuant to the Resolution By Authorized Representative [Reverse of the Bond] This Bond is one of an issue in the aggregate. principal amount of $1,900,000, all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, issued pursuant to resolutions adopted by the City Council on December 2, 1985 and April 25, 1988 (the Resolutions), for the purpose of providing money to aid in permanently financing the public redevelopment costs. of a project in a Tax Increment Financing District (District) in the City, pursuant to Minnesota Statutes, sections 469.174 througf~ 469.179, the Minnesota Tax Increment Financing Act, and the principal. hereof and interest hereon are payable primarily from tax increments resulting from increases in assessed valua- tion of real property in the District, all as set forth in the Resolutions to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond, and the City Council has obligated itself to levy taxes on all of the taxable property in the City in the event of any deficiency of tax increments pledged, which taxes may be levied without limitation as to rate or amount. The bonds of this issue are issued only as fully registered bonds in denominations of X5,000 or any integral multiple thereof of single maturities. As provided in the Resolutions 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 Charter of the City and the Constitu- tion and laws of the State of Minnesotg 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 following a full copy of the printed on the reverse side of each Bond, 1 opinion.) I certify that the above is a full, true and correct copy of the legal opinion rendered by bond coun~~sel 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 forthe 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) TEN ENT -- as tenants by entireties under Uniform Gifts or i Transfers to Minors JT TEN -- as point tenants with right of survivorshipl'~and Act . not as tenants in common (State) Additional abbreviati',ons may also be used though not in the above Iist. II ASSIGNMENT For value received, the undersigned hereby sells, assigns and trans- fers unto __ !, tn,e witnin ~sond and all rights thereunder, and does hereby irrevocably constitute and appoint attorney to transfer the saidi,Bond on the books kept for registration of the within Bond, with full power of substitution in the premises. Dated: Notice: The assign',or's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: 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 3.02. The City Clerk shall obtain a copy of the proposed approving legal opinion of LeFevere, Lefler, Kennedy, O'Brien b Drawz, a Professional Association, Minneapolis, Minnesota, which shall be complete except as to dating thereof and shall 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 hereby authorized and directed to execute such certificate in the name of the City upon receipt of such opinion and to file the opinion in the City offices. Section 4. Security: Payment. 4.01. The Bonds are issued to permanently finance Public Redevelop- ment Costs incurred and to be incurred in the ILN Redevelopment Project Area. The Bonds are issued pursuant to Resolution No. 7123 of December 2, 1985 (Particularly Section 4 thereof) (Prior Resolution) and this Resolu- tion for the purpose of refunding the City's $18,675,000 General Obligation Temporary Redevelopment Bonds, Series 1985 all as part of a common plan of financing of Public Redevelopment Costs in the Project Area. 4.02. The Bonds are payable from the ILN Tax Increment Bond Debt Service Fund (Debt Service Fund) created by the Prior Resolution. All the increments (Tax Increments). from the Project Area received by the City pursuant to the Tax Increment Agreement dated December 2, 1985, between the City and the Housing and Redevelopment Authority in and for the City of Richfield are pledged to the Debt Service Fund to the extent necessary to pay principal and interest on the Bonds. If any payment of principal of or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the Finance Director shall pay such principal and interest from the general fund of the City and the general fund shall be reimbursed for such advances out of the proceeds of Tax Increments when received or from the proceeds of ad valorem taxes which the City covenants to levy in the event of any deficiency in tax increments available for debt service. The full faith, credit and taxing powers of the City are hereby pledged to the payment of the Bonds. 4.03. From the proceeds < redeem the Temporary Bonds sha: purpose. 4.04. It is hereby Bete Increments for payment of prin at least five percent in excess principal and interest payment at this time. The City Clerk Resolution with the Director obtain the certificate require Section 5. Authenticat 5.01. The officers of the prepare and furnish to the Pu same, certified copies of proc the Bonds and to the financial other certificates, affidavits the facts within their knowled their custody and under their c ability of the Bonds and such nished, shall be deemed repress therein. the Bonds the sums necessary to prepay and be applied by the Finance Director to that mined that the estimated collection of Tax ipal and interest on the Bonds will produce of the amount needed to meet, when due, the on the Bonds and that no tax levy is needed .s directed to file a certified copy of this f Property Taxation of Hennepin County and by Minnesota Statutes, Section 475.63. of Transcript. City are hereby authorized and directed to ~chasez and to the attorneys approving the :edings and records of the City relating to condition and affairs of the City, and such and transcripts as may be required to show ;e or as shown by the books and records in ~ntrol, relating to the validity and market- instruments, including any heretofore fur- ntations of the City as to the facts stated 5.02. The Mayor, City Manager and Finance Director aze hereby author- ized and directed to certify th'~,at 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 said Statement is a complete and accurate representation of the facts and representations made therein as of the date. of the Official Statement. 5.03. The Temporary Bonds are called for prepayment and redemption on June 1, 1988. The actions of, the City Clerk in publishing a notice of redemption for the Temporary Bonds and notifying the Bond Registrar for the Temporary Bonds are ratified an~'~d confirmed. Sec. 6. Special Tax C 6.01. (a) The City cove to time of the Bonds that it its officers, employees or ages on-the Bonds to become subject of 1986, as amended (Code), thereunder, in effect at the t: cause its officers, employees within its power that may be not become subject to taxati Regulations, as presently exis cable to the Bonds. pants and. agrees with the holders from time .11 not take or permit to be taken by any of is any action which would cause the interest to taxation under the Internal Revenue Code and. the Treasury Regulations promulgated ne of such actions, and that it will take or or agents to take, all affirmative action iecessary to ensure that such interest will n under the Code and applicable Treasury ing or as hereafter amended and made appli- (b) The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of `the interest on the 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 if the Bonds (together with other obligations reasonably expected to be issued in calendar year 1988) exceed the small-issuer exception. amount of 55,000,000. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby finds, deter- mines and declares that the aggregate face amount of all tax-exempt bonds (other than private activity bonds 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 55,000,000, all within the meaning of Section 148(f)(4)(C) of the Code. 6.02. 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, or to enter into any agreement with a non-exempt person, 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. 6.03. In order to qualify the Bonds as "qualified tax-exempt oblige- ' lions" within the meaning of Section 265(b)(3) of the Code, the City hereby ' makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City hereby designates the Bonds as "qualified tax-ex- empt 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 1987 will not exceed 510,000,000; and (d) not more than 510,000,000 of obligations issued by the City during calendar year 1988 have been designated for purposes of Section 265(b)(3) of the Code. Passed by the City Council of the City of Richfield, May, 1988. , At~t omas Ferber, Clerk am nesota ~is ~ day of yor