85-7100R47
RESOLUTION N0. 7100
RESOLUTION AWARDING THE SALE OF $1,940,000
GENERAL OBLIGATION IMPROVEMENT BONDS OF 1985
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,
Minnesota, (City) as follows:
Section 1. Sale of Bonds.
1.01. The bid of Merrill Lynch Capital Markets (Purchaser) to pur-
chase $1,940,000 General Obligation Improvement Bonds of 1985 (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 $1,910,900.00 plus accrued
interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturity Rate Maturity Rate
1987 5.50' 1997 7.807
1988 5.75 1998 7.90
1989 6.00 1999 8.00
1990 6.40 2000 8.10
1991 6.60 2001 8.20
1992 6.80 2002 8.30
1993 7.00 2003 8.30
1994 7.20 2004 8.30
1995 7.40 2005 8.30
1996 7.60 2006 8.30
Net Effective Interest Rate: 7.581642.
The City Finance Manager is directed to deposit the good faith check of the
Purchaser on behalf of the City pending completion of the sale and delivery
of the Bonds, and to return the checks of the unsuccessful bidders forth-
with. The sum of $7,900.00 being the amount offered by the Purchaser in
excess of $1,903,000 shall be credited to the Debt Service Fund created by
Section 3.
1.02. The City shall forthwith issue and sell the Bonds in the total
principal amount of $1,940,000, originally dated as of December 1, 1985,
the Bonds being in fully registered form and issued in the denomination of
$5,000 or any 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
1987 $ 25,000 1997 $165,000
1988 170,000 1998 25,000
1989 170,000 1999 25,000
1990 170,000 2000 25,000
1991 170,000 2001 25,000
1992 170,000 2002 25,000
1993 170,000 2003 25,000
1994 170,000 2004 25,000
1995 170,000 2005 25,000
1996 165,000 2006 25,000
The City may elect on February 1, 1995, and on any interest payment date
thereafter, to prepay Bonds due on or after February 1, 1996. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemp-
tion is in part, those Bonds remaining unpaid which have the latest matur-
ity date will be prepaid first. If only part of the Bonds having a common
maturity date are called for prepayment the specific Bonds to be prepaid
will be chosen by lot by the Registrar.
Section 2. Form: Registration.
2.01. Registered Form. The Bonds shall be issuable only in fully
registered form. The interest thereon and, upon surrender of each Bond,
the principal amount thereof shall be payable by check or draft issued by
the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond shall be dated as of
the last interest payment date preceding the date of authentication to
which interest on the Bond has been paid or made available for payment,
unless (i) the date of authentication is an interest payment date to which
interest has been paid or made available for payment, in which case such
Bond shall be dated as of the date of authentication, or (ii) the date of
authentication is prior to August 1, 1986, in which case such Bond shall be
dated as of December 1, 1985. The interest on the Bonds shall be payable
on August 1 and February 1 in each year, commencing August 1, 1986, 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 shall 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 Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corpo-
rate trust office a bond register in which the Registrar shall provide
for the registration of ownership of Bonds and the registration of
transfers and exchanges of Bonds entitled to be registered, trans-
ferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar,
duly executed by the registered owner thereof or bq an attorney duly
authorized by the registered owner in writing, the Registrar shall
authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Bonds of a like aggregate principal
amount and maturity, as requested by the transferor. The Registrar
may, however, close the books for registration of any transfer after
the fifteenth day of the month preceding each interest payment date
and until such interest payment 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 all 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 Bond 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) In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by
the Registrar by mailing a copy of the redemption notice by first
class mail (postage prepaid) not more than 60 and not less than 30
days prior to the date fixed for redemption to the registered owner of
each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing said notice in the
manner required by law. Failure to give such notice by publication or
by mail to any registered owner, or any defect. therein, will not
affect the validity of any proceeding for the redemption of Bonds.
All Bonds so called for redemption will cease to bear interest after
the specified redemption date, provided that the funds for the redemp-
tion are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City hereby- appoints
American National Bank & Trust of St. Paul, Minnesota, as the initial
Registrar. The Mayor 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 result-
ing corporation is a bank or trust company authorized by law to conduct
such business, such corporation shall be authorized to act as successor
Registrar. The City agrees to pay the reasonable and customary charges of
the Registrar for the services performed. The City reserves the right to
remove the Registrar upon 30 days' notice and upon the appointment of a
successor Registrar, in which event the predecessor Registrar shall deliver
all cash and 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 Council, the
Finance Manager shall transmit to the Registrar moneys sufficient for the
payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Clerk and shall be 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 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 and sufficient for all purposes, the same as if he had remained in
office until delivery. Notwithstanding such execution, no Bond shall 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
such Bond has been duly executed by the manual signature of an authorized
representative of the Registrar. Certificates of authentication on differ-
ent Bonds need not be signed by the same representative. 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
Manager 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. Form of Bonds. 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 IMPROVEMENT BOND OF 1985
Date of
Rate Maturity Original Issue CUSIP
December 1, 1985
No. R-
KNOW EVERYONE BY THESE PRESENTS that the City of Richfield, 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
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, com-
mencing August 1, 1986, 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
Minnesota, as Bond Registrar,
Authenticating Agent and Paying Agent, or its designated successor under
the Resolution described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith
and credit and taxing powers of the City have been and are hereby irrevo-
cably pledged.
The City may elect on February 1, 1995, and on any interest payment
date thereafter, to prepay Bonds of this issue due on or after February 1,
1996. Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, those Bonds remaining unpaid which
have the latest maturity date will be prepaid first. If only part of the
Bonds having a common maturity date are called for prepayment the specific
Bonds to be prepaid will be chosen by lot by the Registrar. In the event
any of the Bonds are called for redemption, notice thereof identifying the
Bonds to be redeemed will be given by the Registrar by mailing a copy of
the redemption notice by first class mail (postage prepaid) not more than
60 and not less than 30 days prior to the date fixed for redemption to the
registered owner of each Bond to be redeemed at the address shown on the
registration books kept by the Registrar and by publishing said notice in
the manner required by law. Failure to give such notice by publication or
by mail to any registered owner, or any defect therein, will not affect the
validity of any proceeding for the redemption of Bonds. All Bonds so
called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit
with the place of payment at that time.
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 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 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 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
(facsimile) (facsimile)
City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of
$.1,940,000, all of like original date and tenor, except as to number,
maturity date, redemption privilege and interest rate, issued pursuant to a
resolution adopted by the City Council on November 6, 1985 (Resolution),
for the purpose of providing money to defray the expenses incurred and to
be incurred in making local improvements, pursuant to and in full conform-
ity with the Charter of the City and the Constitution and laws of the State
of Minnesota, including Minnesota Statutes, Chapter 429 and is payable
primarily from special assessments against property specially benefited
thereby, but constitutes a general obligation of the City and, to provide
moneys for the prompt and full payment of said principal and interest as
the same become due, the full faith and credit of the City is hereby
irrevocably pledged, and 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 only as fully registered bonds in denominations of
$5,000 or any integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the
principal office of the Bond Registrar, by the registered owner hereof in
person or by his 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 his attorney; and may
also be surrendered in exchange for Bonds of other authorized denomina-
tions. Upon such transfer or exchange the City will cause a new Bond or
Bonds to be issued in the name of the transferee or registered owner, of
the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or
exchange.
The City and the Bond Registrar may deem and treat the person in whose
name this Bond is registered as the absolute owner hereof, whether this
Bond is overdue or not, for the purpose of receiving payment and for all
other purposes, and neither the City nor the Bond Registrar shall be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of
Minnesota, 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 indebted-
ness.
(Form of certificate to be printed on the reverse side of each Bond,
following a full copy of the legal opinion.)
I certify that the above is a full, true and correct copy of the legal
opinion rendered by bond counsel on the issue of Bonds of the City of
Richfield, Minnesota, which includes the within Bond, dated as of the date
of delivery of and payment for the Bonds.
(Facsimile Signature)
City Clerk
The following abbreviations, when used in the inscription of 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
in common
TEN ENT -- as tenants
by entireties
under Uniform Gifts to Minors
JT TEN -- as joint tenants with
right of survivorship and Act .
not as tenants in common (State)
Additional abbreviations may also be used though not in the
above list.
AS S IGN2~NT
For value received, the undersigned hereby sells, assigns and
transfers unto _ _
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint
attorney to transfer the said Bond on the books kept for registration of
the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must
correspond with the name as it appears upon the
face of the within Bond in every particular, 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)
UNIF GIFT MIN ACT Custodian
(Gust) (Minor)
Please insert social security or
other identifying number of assignee
2.07. The Clerk shall obtain a copy of the proposed approving legal
opinion of LeFevere, Lefler, Kennedy, O'Brien & 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
Clerk in substantially the form set forth in the form of Bond. The 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 3. Security: Payment.
3.01. The Bonds shall be payable from the General Obligation Improve-
ment Bonds of 1985 Fund (Debt Service Fund) hereby created, and the pro-
ceeds of any general taxes hereafter levied (Taxes) and special assessments
(Assessments} to be levied for the improvements (Improvements) financed by
the Bonds are hereby pledged to the Debt Service Fund. If any payment of
principal or interest on the Bonds shall become due when there is not
sufficient money in the Debt Service Fund to pay the same, the Finance
Manager shall pay such principal or interest from the general fund of the
City and such fund may be reimbursed for such advances out of proceeds of
Assessments and Taxes for the Improvements when collected.
3.02. It is determined that the City will levy Assessments for at
least 207 of the cost of the Improvements. In order to comply with
Minnesota Statutes, Section 475.61 the Taxes are hereby levied as an annual
irrevocable ad valorem tax levy on all taxable property in the City in the
years and amounts as follows (year stated being year of levy for collection
in the following year).
Year Levy Year Lem
1986 20,737 1991 30,165
1987 23,622 1992 30,819
1988 26,061 1993 31,116
1989 27,786 1994 25,806
1990 29,154 1995 25,788
It is hereby determined that the estimated collections of Assessments and
Taxes for the payment of 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. The City Clerk is directed to file a certified copy
of this resolution with the Director of Property Taxation of Hennepin
County, and obtain the certificate required by Minnesota Statutes, Section
475.63.
3.03. It is hereby determined that the Improvements to be financed by
the Bonds will directly and indirectly benefit the abutting property, and
the City hereby covenants with the holders from time to time of the Bonds
as follows:
(a) The City will cause a portion of the Assessments
for the Improvements to be promptly levied so that the first
installment therefor will be collectible not later than 1986
and first installment of the balance of the Assessments
collectible in 1987 and will take all steps necessary to
assure prompt collection, and the levy of the Assessments is
hereby authorized. The City Council shall cause all further
actions and proceedings relative to the making and financing
of the Improvements financed hereby to be taken with due
diligence that are required for the construction of each
Improvement financed wholly or partly from the. proceeds of
the Bonds, and for the final and valid levy of the Assess-
ments and the appropriation of any other funds needed to pay
the Bonds and interest thereon when due.
(b) In the event of any current or anticipated defi-
ciency in the Assessments and Taxes, the City Council will
levy ad valorem taxes in the amount of said current or
anticipated deficiency.
(c) The City will keep complete and accurate books and
records showing all receipts and disbursements in connection
with the Improvements, the Taxes and Assessments levied
therefor and other funds appropriated for their payment, and
all collections thereof and disbursements therefrom, moneys
on hand and balance of unpaid Assessments.
(d) The City will cause its books and records to be
audited at least annually by qualified public accountants
and will furnish copies of such audit reports to any in-
terested person upon request.
Section 4. Authentication of Transcript.
4.01. The officers of the City are hereby 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 market-
ability of the Bonds and such instruments, including any heretofore fur-
nished, shall be deemed representations of the City as to the facts stated
therein.
4.02. The Mayor, Manager, Finance Manager and City Clerk are hereby
authorized and directed to certify that they have examined the Official
Statement dated June 15, 1985, 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
and accurate representation of the
as it relates to the City.
Attest:
is, as of the date thereof, a complete
facts and representations made therein
Clerk