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10-10360r
RESOLUTION NO. 10360 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION BONDS, SERIES 2010A, IN THE AGGREGATE PRINCIPAL AMOUNT OF $1,500,000; 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 (the "City"), as follows: Section 1. Findings and Determinations; Sale of Bonds. 1.01. Capital Notes. It is hereby determined that: (a) The City is authorized by Minnesota Statutes, Chapter 475 and Sections 41032 and 412301 (collectively, the "Equipment Financing Act"), to issue its general obligation capital notes on such terms and in such manner as the City determines to finance the purchase of items of capital equipment (the "Equipment"), subject to certain limitations contained in the Act. (b) The City will purchase and acquire various items of Equipment, including those items listed on EXHIBIT B, attached hereto and made a part hereof, and any other equipment that the City may finance with general obligation bonds pursuant to the Equipment Financing Act. (c) As required by the Act, (i) the expected useful life of each item of Equipment is or will be at least as long as the term of the Capital Notes (hereinafter defined); and (ii) the principal .amount of the Capital Notes will not exceed 0.25 percent of the market value of taxable property in the City for the year 2010. (d) It is necessary and expedient to the sound financial management of the affairs of the City to issue obligations pursuant to Equipment Financing Act (the "Capital Notes") in the proposed aggregate principal amount of $1,315,000 to provide financing for the purchase of the Equipment. 1.02. Improvement Bonds. It is hereby determined that: (a) Pursuant to Minnesota Statutes, Section 429.091, the City is authorized to issue obligations in an amount deemed necessary to defray in whole or in part the expense incurred and estimated to be incurred in making improvements authorized by Minnesota Statutes, Chapter 429 (the "Improvement Act"). (b) The City has made, duly ordered or let construction contracts for assessable public improvements pursuant to the Improvement Act, including concrete alley paving improvements in the City known as the "2009 Alley Paving Project" (the "Improvement Project"). 2 (c) It is necessary and expedient to the sound financial management of the affairs of the City to issue obligations pursuant to the Improvement Act (the "Improvement Bonds") in the proposed aggregate principal amount of $185,000 to provide financing for the Improvement Project. I.03. Issuance of General Obligation Bonds. (a) The City finds it necessary and expedient to the sound financial management of the affairs of the City to issue its General Obligation Bonds, Series 2010A (the "Bonds"), in the aggregate principal amount of $1,500,000, to finance the purchase of the Equipment and to finance the Improvement Project. The proceeds of the Bonds are expected to be expended as follows: Project Designation & Description: Total Project Cost Deposit to Equipment Acquisition Fund $1,308,572.51 Deposit to Improvement Project Construction Fund 180,142.21 Deposit to Debt Service Fund (Capitalized Interest) 3,675.00 Costs of Issuance 23,700.00 Underwriter's Compensation 8,535.83 Total $1 52~* * Includes par amount of $1,500, 000.00, plus original issue premium of $24, 625.55. (b) The City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9), to negotiate the sale of the Bonds, it being determined that the City has retained an independent financial advisor in connection with such sale. The actions of the City staff and financial advisors in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.04. Award to the Purchaser and Interest Rates. The proposal of Baird, Milwaukee, Wisconsin (the "Purchaser") to purchase the Bonds is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $1,516,089.72 (par amount of $1,500,000.00, plus original issue premium of $24,625.55, less underwriter's discount of $8,535.83), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows: Year Interest Rate 2011 2.000% 2012 2.000 2013 2.000 Year Interest Rate 2014 2.000% 2018* 3.000 2021 * 3.250 * Term Bonds True interest cost: 1.8756% 1.05. Purchase Contract. The sum of $31,089.72, being the amount proposed by the Purchaser in excess of $1,485,000.00, shall be credited to the Debt Service Fund hereinafter created or deposited in the Equipment Acquisition Fund or the Improvement Project Construction Fund hereinafter created, as determined by the City Finance Manager in consultation with the City's financial advisor. The City Finance Manager is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Manager are directed to execute a contract with the Purchaser on behalf of the City. 1.06. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Equipment Financing Act and the Improvement Act (collectively, the "Act") in the total principal amount of $1,500,000, originally dated May 19, 2010,. in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February l in the years and amounts as follows: Year Amount Year Amount 2011 $340,000 2014 $345,000 2012 335,000 2018* 80,000 2013 340,000 2021 * 60,000 * Term Bonds $1,315,000 of the Bonds (the Capital Notes) maturing in the amounts and on the dates set forth below are being issued to purchase the Equipment: Year Amount Year Amount 2011 $340,000 2013 $325,000 2012 320,000 2014 330,000 $185,000 of the Bonds (the Improvement Bonds) maturin g in the amounts and on the dates set forth below are being issued to finance the Improvement Project: Year Amount Year Amount 2012 $15,000 2018* $80,000 2013 15,000 2021 * 60,000 2014 15,000 * Term Bonds 1.07. Optional Redemption. The City may elect on February 1, 2015, and on any day thereafter to prepay Bonds due on or after February 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 1.08. Term Bonds: Mandatory Redemption. The Bonds maturing on February 1, 2018, and February 1, 2021, shall hereinafter be referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years and in the principal amounts as follows: 4 Bonds Maturing February 1, 2018 Year Amount Year Amount 2015 $20,000 2017 $20,000 2016 20,000 2018* 20,000 * Maturity Bonds Maturing February 1, 2021 Year Amount 2019 $20,000 2020 20,000 * Maturity Section 2. Re~?istration and Payment. Year Amount 2021 * $20,000 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. Dates; Interest Payment Dates. Each. Bond will be dated as of the last interest payment date preceding the date of authentication to which 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 the Bond will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of each year, commencing February 1, 2011, to the registered owners of record thereof as of the close of business on the fifteenth day of the immediately preceding month, whether or not that day is a business day. 2.03. Registration. The City will appoint a note registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Register. The Registrar must keep at its principal corporate trust office a note register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged. (b) .. Transfer of Bonds. Upon. surrender. for transfer of a Bond duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated 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 that interest payment date. (c) Exchange of Bonds. When Bonds are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly cancelled by the Registrar and thereafter disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the endorsement on the Bond or separate instrument of transfer is valid and genuine and that the requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized. (f) Persons Deemed Owners. The City and the Registrar may treat the person in whose name a Bond is registered in the note register as the absolute owner of the Bond, whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Bond and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or sums so paid. (g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and: substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate note or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment. (i) Redem tion. 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) 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 the notice if required bylaw. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. 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. 6 2.04. Appointment of Initial Re ig'strar. The City appoints Wells Fargo Bank, N.A., Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City 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 resulting corporation is a bank or trust company authorized by law to conduct the resulting business, such corporation is 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 must deliver all cash and Bonds in its possession to the successor Registrar and must deliver the note register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Finance Manager must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of the City Manager and executed on behalf of the City by the signatures of the Mayor and the City Manager, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless end until a certificate of authentication on the Bond has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Bonds need not be signed by the same representative. The executed certificate of authentication on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Bonds have been so prepared, executed and authenticated, the City Manager will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and .the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary note. Upon the execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the following form: (The remainder of this page is intentionally left blank.) 7 No. R- UNITED STATES OF AMERICA $ STATE OF MINNESOTA COUNTY OF HENNEPIN CITY OF RICHFIELD GENERAL OBLIGATION BOND SERIES 2010A Date of Rate Maturi Original Issue CUSIP February 1, 20_ May 19, 2010 Registered Owner: Cede & Co. The City of Richfield, Minnesota, a duly organized and existing municipal corporation in Hennepin County, Minnesota (the "City"), acknowledges itself to be indebted and for value received promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable February 1 and August 1 in each year, commencing February 1, 2011, 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 Wells Fargo Bank, N.A., Minneapolis, Minnesota, as 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 February 1, 2015, and on any day thereafter to prepay Bonds due on or after February 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. The Bonds maturing on February 1, 2018, and February 1, 2021, shall hereinafter be referred to collectively as the "Term Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bonds in such order as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on February 1 of the following years and in the principal amounts as follows: Bonds Maturing February 1, 2018 Year Amount Year 2015 $20,000 2017 2016 20,000 2018* * Maturity Bonds Maturing February 1, 2021 Year Amount 2019 $20,000 2020 20,000 * Maturity Amount $20,000 20,000 Year Amount 2021 * $20,000 The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $30 million limit allowed by the Code for the calendar year of issue. This Bond is one of an issue in the aggregate principal amount of $1,500,000 all of like original issue date and tenor, except as to number, maturity date, amount, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on April 27, 2010 (the "Resolution"), for the purpose of providing money to defray expenses incurred or to be incurred in purchasing various items of capital equipment and financing the cost of certain improvements in the City, pursuant to and in full .conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota, including Minnesota .Statutes, Chapters 429 and 475 and Sections 410.32 and 412.301, and the principal hereof and interest hereon are payable in part from ad valorem taxes and in part from special assessments levied against property specially benefited by improvements, as set forth in the Resolution 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 additional ad valorem taxes on all taxable property in the City in the event of any deficiency, which taxes may be levied 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 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 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 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 9 and for all other purposes, and neither the City nor the Registrar will be affected by any notice to the contrary. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions and things required by the home rule charter of the City and 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 indebtedness. This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WHEREOF, the City of Richfield, Minnesota, by its City Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Manager and has caused this Bond to be dated as of the date set forth below. Dated: May 19, 2010 CITY OF RICHFIELD, MINNESOTA (Facsimile) (Facsimile) Mayor City Manager CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. WELLS FARGO BANK, N.A. By Its Authorized Representative 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, will 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 UNIF GIFT MIN ACT Custodian (Gust) (Minor) under Uniform Gifts or Transfers to Minors Act, State of JT TEN -- as joint tenants with right of survivorship and not as tenants in common Additional abbreviations may also be used though not in the above list.. ASSIGNMENT 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, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Bond unless the information concerning the assignee requested below is provided. Name and Address: 11 (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Registered Owner Signature of Officer of Registrar Cede & Co. Federal ID #13-2555119 [End of form of Bond] 3.02. Approving Le ag 1 inion. The City Manager is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Pledges and Covenants. 4.01. Debt Service Fund and Accounts Maintained in the Debt Service Fund. The Bonds will be payable from the General Obligation Bonds, Series 2010A Debt Service Fund (the "Debt Service Fund") hereby created. The City will maintain a Capital Notes Account (the "Capital Notes Account") and an Improvement Bonds Account (the "Improvement Bonds Account") in the Debt Service Fund. (a) Capital Notes Account. The City Finance Manager will timely deposit in the Capital Notes Account the proceeds of the ad valorem taxes (the "Taxes") hereinafter levied for the purchase of the Equipment, which Taxes are pledged to that account of the Debt Service Fund. There is also appropriated to the Capital Notes Account of the Debt Service Fund 87.7% of (i) the capitalized interest financed from Bond proceeds, if any;. (ii) any amount over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.05 hereof; and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. If a payment of principal of or interest on the Capital Notes portion of the Bonds becomes due when there is not sufficient money in the Capital Notes Account to pay the same, the City Finance Manager is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of the Taxes when received. (b) Improvement Bonds Account. The City Finance Manager will timely deposit in the Improvement Bonds Account special assessments (the "Assessments"} levied or to be levied for the 12 Improvement Project described herein and Taxes levied for the Improvement Bonds portion of the Bonds, which Assessments and Taxes are pledged to that account of the Debt Service Fund. There is also appropriated to the Improvement Bonds Account of the Debt Service Fund 12.3% of (i) capitalized interest financed from Bond proceeds, if any; (ii) any amount over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.05 hereof; and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. If a payment of principal of or interest on the Improvement Bonds portion of the Bonds becomes due when there is not sufficient money in the Improvement Bonds Account to pay the same,.the City Finance Manager is directed to pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the. proceeds of Assessments when received. 4.02. Equipment Acquisition Fund. The proceeds of the Capital Notes, less the appropriations made in Section 4.01 hereof, together with any other funds appropriated for the purchase of Equipment, will be deposited in a separate Equipment acquisition fund (the "Equipment Fund") to be used solely to defray expenses of the Equipment. When the Equipment is purchased and the cost thereof paid, the Equipment Fund is to be closed and any monies remaining therein shall be transferred to the Capital Notes Account of the Debt Service Fund. 4.03. Improvement Project Construction Fund. Proceeds of the Improvement Bonds, less the appropriations made in Section 4.01 hereof, together with any other funds appropriated for the Improvement Project collected during the construction of the Improvement Project, will be deposited in a separate Improvement Project construction fund (the "Construction Fund") to be used solely to defray expenses of the Improvement Project. Any balance remaining in the Construction Fund after completion of the Improvement Project may be used to pay the cost in whole or in part of any other improvement initiated under the Act under the direction of the City Council. When the Improvement Project is completed and the cost thereof paid, the Construction Fund is to be closed and any monies remaining may be deposited in the Improvement Bonds Account of the Debt Service Fund. 4.04. City Covenants. It is hereby determined that the Improvement Project will directly and indirectly benefit abutting property, and the City hereby covenants with the holders from time to time of the Bonds as follows: (a) The City has caused or will cause the Assessments for the Improvement Project to be promptly levied so that the first installment will be collectible not later than 2011 and will take all steps necessary to assure prompt collection, and the levy of the Assessments is hereby authorized. The City Council will cause to be taken with due diligence all further actions that are required for the construction of each improvement financed wholly or partly from the proceeds of the Bonds, and will take all further actions necessary for the final and valid levy of the Assessments 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 deficiency in Assessments and Taxes, the City Council will levy additional ad valorem taxes in the amount of the current or anticipated deficiency. (c) The City will keep complete and accurate books and records showing: receipts and disbursements in connection with the Improvements, Assessments levied therefor and other funds appropriated for their payment, collections thereof and disbursements therefrom, monies on hand and, the balance of unpaid Assessments. 13 (d) The City will cause its books and records to be audited at least annually and will furnish copies of such audit reports to any interested person upon request. (e) At least 20% of the cost of the Improvement Project will be specially assessed against benefited properties. , 4.05. Pledge of Taxes. The principal of and interest on the Bonds will be paid in part from Assessments and in part from Taxes. For the purpose of paying the principal of and interest on the Capital Notes portion of the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. For the purpose of paying the principal of and interest on the Improvement Bonds portion of the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The Taxes will be credited to the Capital Notes Account and the Improvement Bonds Account of the Debt Service Fund above provided and will be collected in the years and amounts attached hereto as EXHIBIT C. 4.06. Interfund Loan from Public Improvement Revolving Fund. (a) The City intends to make a series of interfund loans from its Public Improvement Revolving Fund to the Improvement Bonds Account of the Debt Service Fund to offset the difference between principal and interest payments due on the Improvement Bonds and all Assessments collected (the "Interfund Loans"). Upon the making of each such Interfund Loan to the Improvement Bonds Account of the Debt Service Fund, the City shall offset the levy set forth in EXHIBIT C by the same amount. (b) Interest shall accrue on the Interfund Loans at the interest rate set for the Assessments. The Interfund Loans shall be payable from special assessments related to the Improvement Project and not pledged to the Improvement Bonds hereunder and from any other revenues available to the City. Principal and interest payments on the Interfund Loans shall be made at the times any revenue sources are available to make installment payments. All payments shall be applied first to accrued interest, and then to unpaid principal of the Interfund Loans. The principal sum and all accrued interest payable under the Interfund Loans are prepayable in whole or in part at any time by the City without premium or penalty. The City may from time to time amend the terms of the Interfund Loans to the extent permitted by law. 4.07. Certification to Tax~ayer Services Division Manager as to Debt Service Fund Amount. It is determined that the estimated collection of the foregoing Taxes and Assessments 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 tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the City makes its annual tax levies, the City Finance Manager may certify to the Taxpayer Services Division Manager of Hennepin County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the Taxpayer Services Division Manager will thereupon reduce the levy collectible during that year by the amount so certified. 4.08. Taxpayer Services Division Manager's Certificate as to Registration. The City Manager is authorized and directed to file a certified copy of this resolution with the Taxpayer Services Division Manager and to obtain the certificate required by Section 475.63 of the Act. Section 5. Authentication of Transcript. 5.01. City Proceedings and Records. The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the 14 City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, City Manager, and City Finance Manager are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered, as Bond Counsel) to U.S. Trust Company, Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Ehlers & Associates, Inc. Section 6. Tax Covenant. 6.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions;- and that it will take or cause its officers, employees or agents to take all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Bonds. 6.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Code, including without limitation requirements relating to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the Bonds. 6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Qualified Tax-Exempt Obli atg_ ions. In order to qualify the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual statements and representations: (a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (b) the City designates the Bonds as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2010 will not exceed $30,000,000; and (d) not more than $30,000,000 of obligations issued by the City during calendar year 2010 have been designated for purposes of Section 265(b)(3) of the Code. 15 6.05. Procedural Requirements. The City will use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designations made by this section. Section 7. Book-Entr~ystem; Limited Obligation of Cites 7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or printed fully registered Bond for each of the maturities set forth in Section 1.06 hereof. Upori initial issuance, the ownership of each Bond will be registered in .the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Bonds registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Manager of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, the City Manager will promptly deliver a copy of the same to the Registrar and Paying Agent. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action necessary for all representations of the City in the Representation Letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book-Entr~ystem. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC .will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its 16 services with respect to the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. .Continuing Disclosure. 8.01. Cit~pliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. 8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Manager and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from time to time in accordance with the terms thereof. Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Bonds will remain in full force and effect. The City may discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. (The remainder of this page is intentionally left blank.) 17 Passed and adopted this 27th day of April, 2010. Attest: ~. City Clerk 17 CITY OF RICHFIELD, MINNESOTA EXHIBIT A PROPOSALS A-1 BrQ -raeu~a-r~oN $'t,535,OQ0"~ General Obligation Bonds, Series ZD'111A CITY OF RIG-iFi1=LD, MtNNEaOTA SALE: Atari! 27, ZL314 AWARD: BAIRQ RATING: ~:tar4dard ~ i/c~~r's Credit t;~arl:ets "A.4~" BBt: 4_:37orQ NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRIDE INTEREST INTEREST jFebruary 1) YIELD COST' RATE. BAIRD 21#11 2_Gt34)4fa C1.6£1(3°,0 $1;551,340.20 $343,25'3.55 1.33?3°ti~ tulil+,~+aarkee. `J`~sconsln 21112 2.Oa4343'b 0..8€3£3% C.L. KINGd ASSt]%IATES 2t313 2.U(II1a/o 1.15t~°.la LCJC?P CAPITAL MARKETS 24314 2.434343°,& 'I .SSIt$ Yo 1<ILDARE CAPITAL 20"15"" 3.43430'fa 2.800°fa DA'+rENPt~RT 8 Gib. LL.D. 2d'16"" '3.3£11}°o 2.8€117°k aa~EDBUSH I'~1i_3RGAN SECURITIES 20'tZ'" 3.43043aro 2.8043°fa SAA;ICQ CAPITAL RatARKETS 2Q'ifi`" 3.t~043°k 2.€i043°.`0 ED;e^JARD D. JONES 8i C.Q. 2©19""' 3.2343°l0 3..2:5€1°fo 21]2x]"" 3.2543°fo 3.2543°fa 2412'1 ", 3.2~0la 3..250°l0 L~VI=LLS Fl1Rt3C7,4D`~(ISf3RS 2L~1'1 2.5Q~Po ~1;5~2,173.3(S $82,123.5 1.6325L3°t"o St. Louis. hliss~uri 212 2.5{343?%a 2013 2.51}3°fa 2131 ~ 2.5434)~la 2015 2.5(343°k 24} 1 F, 2.5{14)°f° 2431? 2.34343°fa 2018 2.3t34°fa 201~a 3.01343°~ 21323 3.125a1a 24321 3.2543°,~`a "Subse~uertt to t3id o,~ening tt€e issue size decr~ad~d tg ~'i:,£fl0,€341Q 4aith the 2£39 t mat€~rity decreased $ 15,13[40 to ~3~D,t3tDaj, the 243'12 n~at~arity decreased x5,0043 143 $33;x.0043, The 2013 a~aturtt~, decreased $5,000 to $340,1700, the 201'4 mata[rii~ decreased SS,OOt7 143 ~345,04?43, grad the 2021 Inaturi~' decreased .5,4)4317 ts~ $20,0017 iIa nlat4€r"€ty value.. Adjusted' Price - 53,5`Ib,t385.72 Adjustesi' N?t Interest Cost - $7?,7d5.2t i Adjusted' TIC - 1.3756°~ ~~~d4,(3434 Term Elr3nd drle 24'l3 ~.vith n~aa-idatan~ redemption in 2415-2417 "'+6[3,4©~ Terrr Band slue 2421 vYith max€datory ra~de=x~pti+~n in 2~;'t9-242GI G ~_~~ ~+V _....... ~ ,, ~€ r~~~xauet. 3.rk_~ Qi~... ~ :',risCO~~r~~111, ~UY+a` ~jlcsrfe G5t-897.8 ;?':tA1.,F. at ~. "~ r.~~ Ear:;v C'~X ~t-?-13555 ESe9~t°~I~ `~;ti::~s1T',? ,._ A-2 $1,535,ddd General L}btigaLion Bands, Series 201dA City tsf Richfield, 1lftinnesota Page 2 I4ET TRUE NAME OF BIDDER 1NATURITY RATE REa;?FFERING .PRICE II+ITEREST INTEREST February 1} YIELD COST RATE UNITED BANKERS' BANK 24}11 1~.654~a $1r~27,.325.Dd $81,443.25 1.4341°;~'~ Bloarningtan, Iv9ianesata 24112 O.S4?d°a 2413 1.1543°f° 2414 1.°443°l0 z495 3.2543°'° 2~J16 3.254°~ z417 3.2511°,~ 2t31?3 3.254~a 2414 3.254'° 2fl243 3.254°'a 24329 3.2543`}m RBC CAaiTAL MAF2ICETS Iv7inneapofis, F:finnesola CR+JNIN & i°.C3h~IPAI+IY, INC. I'.4inneapalis; h~llnrtesat~ Nt~RTHLANI} SECURITIES, fA~IC. It4raneapalis, l~linnes€sta 2~i11 24)'12 2p13 ry24314 24"I:~ 241s 2417 24318 2419 243243 24}21 243'11 2fl12 21313 24'1 ~1 24'15 24316 2417 2418 2£315 2{3243 24321 2.(3£34°la 2_£3f04?x7~% +-2.4443 °J1° L_yi~JV(~y31/6 2.13417°,~6 2.35x7°a 2.654°,f° 2.854°la 3.1441°r6 3.2d4~ 3.3d4a!a 2.444°0 2.5414`30 3.47434=}'Q 3.44x4°la 3.44€7°I° 3.43d4ot° 3.5441°J6 3.54111°,?a 3.5134°fa d.f144°{0 4.fl414°im 2.b44°f° 2.4344°fa 2.4414°a 2.1744~J'o 2.5443°.~ 2.7513°1° 3.4443°'° 3.2441°fix 3.3tJ4~a 3.4414x1° $1,542,812.95 $88,175.55 2.43'374°i~ $'1,72.999.15 $89,485.>35 2.13740°f~ 2~i11 21312 2493 2c~14 2415 2418 2€317 21318 241 ~? 241213 2£)21 A-3 $1;;,38,=136.'I5 ~32,54~5.8a 2.2494°ra $1,b35,0©0 General ~bligatian Bands, Series 201QA City a1' Richfield, Minnesata Page 3 NET TRUE NAIUIE OF $IddER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1~ YIELd COST RATE UhflB Bt~Na(, N.t~. i(ans~s City. F,2issouri 2Q 91 I,~JQfI% 2D'I3 A.~Vll~J6 2c~9~ I.75~3'~, .L.yypLp qt ~ 'gt.'J/V~irytJQ LU f~p 4'.~iS4/l!~~it/0 R~R.vV~,~V ~,{{. rQr~~~V~yy J//O L{S~Se~~~~} V. V(~~dL1`~~1t0 25JLU ~.~YfCl N ~c~z~ ~.c~~~~v $9,1~27,'I7'I.~„~# $97,fl57.t7[~ 2.2~:~5°E~ A-4 EXHIBIT B LIST OF EQUIPMENT AND COST Equipment Cost One Fire Pumper $350 000 One Jaws of Life 25,004 Two Mid-Sized Sedans 44,000 Four Full-Sized Police Squads 115,000 Three Full-Sized Police Squads 90,000 Two Dump Trucks 320,000 One 150 Tact Kettle Black Top Trailer 6,000 One BE-5 Trailer 6,000 One Half-Ton Pickup 32,000 One Toro Z Mower 16,000 Network Switches & Servers 59,590 PCs & Laptops 119,010 Presentation Equipment 6,060 Printers, Copiers, and Scanners 71,860 Fiber & WiFi Network Equipment 19,180 Expansion of VoIP Phone System 27,510 Total: $1 307,210 B-1 EXHIBIT C TAX LEVY SCHEDULES TAX LEVY SCHEDULE FOR CAPITAL NOTES PORTION OF THE BONDS r~# P~c[~f~r~tr~, f~lnnesc~~~ ,5t~t~,~~t? ~~ner~E 4131igation 13~~d~, Series 209-1A ~.~i~~i ~~t~ '~r~i~r~t: L~~ Y~r ~oll~o~ ~C~ar P~~ Year Tota'f F'~1 1' ~ 1 x ~~~~°~ hi~~ Levi! 'fouls ,~7~ l,~~V,.~~ .-~ i ~:#t~~.~~i 1;-~~1,~'~.~~~~ ~~' ~ ~s~~~rL:rts ~~: Gl TAX LEVY SCHEDULE FOR IMPROVEMENT BONDS PORTION OF THE BONDS ~1,iy of Richfield, i*Ainrres+~~a $4,5t1piQ6fl General ~7bligYr#ara 8cancls, Series 201~A CDtite~t Date: ~;{1412~11C1 lrtlr+~~errler~t Bc~nd~ Portion: Leuy Year- ~c~Elect Pay Year Year Total Pal Funde A+~altahle {~l} P ±~ [ x 'l1~5~'a dz3. Leis: Spec Asstttts l+let Letry 2r.~QA i 2~k90 # 2E311 3;6'xS.D;ri 3~a.5:(#~ ~4.Q ~' U!? ~S.flf{l 2G1;J ? 2~S 9 ? ~{1i2 ~~~~~~:DO 1,.'c`~.5~ ~,~1~2.~~ 1~„8~fl.ll~i ~~i1 r ~~12 t ~~i13 ~~;~~.00 [_,~~:7..`~ '',~4~2.~~ 1~,a25.1~#i ~~y~ ? ~ra13 ~€~1~ 'l~,~5;~7[3 -3~-5~~ ~„~~~.~1 1~„~1~.~~ 2~~~ i cG1~ f ?i~1~ ~~,~5~3.0C1 ~,tis:?._~~ 't,~12~~~ 1,R,~-1~~.[7 ~ir"Jd c~1~a 9 2;~16 ~3.75~1.~]'0 ~~,!~ ~.5=~ 7,-11~.=~ `I~';5" [1b ~C15 ~.~s1h ~~1' '~',1~1~~0 ""~r'..5~ ~,~~~~:1 i` -~r' _ ., i:i L~1d 1' -, _":I.OG ' ~ ='~t i.~~_~ 1u~;~55.17b ~l„> p L1~'I 'c~ ~~'1 '.. ~ 1 _., ":!.~la ~,J- tom. .,. ( =~.,.e..--.r~ '~~~i ~t3e ~ Q , , . . 2~v~a ? Lti=~ <1 ~t};~5£i.Ot3 z1.~~'-~.~~'~` s'',42L'~-~~ 94,~;"J€l.Ck~ ~~~@~ F Ll~_ i ~ ~'~~t~ i,~1~L~EI ~~~~ ~ Lr3'Z~ ~ - ~ f ~iliL ~< L~~~ f ~~~'?'S l mss"; ~~-' ; ,:}~1 :1~. ~~5 i LG2b ? 2~:>~7 .~12_~4 Totals i28ri~~.Q~ J~~.~FJ.I~~ ~G~pYLf_~ k'~~<~`i x3_i ~`~~ 1~'~~r'~I S.1 R 41? The follc~f~'In~ €nds ire a~aifal~le to a~~ a ~orti~n of `he aslerest aayn~ent rlue ~i~1 P~D1 ~: {~; r~ra~ected s~~e~aal ass~~;srr ~~: re~.enue 1:a;>ed ~_ ~: ; ,:>p;~~es1 at ~.~~1~~. ~'a~hf3tar~ and le+~,+ nge.i~ s~t~,u1~~ l:~~ re~sie:+ecE annu~i ; . a~v~aant fr~r ~reP~~i_ a ~ ~viin~ue?~t essessrnet~: ~~~~~ d ,i $$~~tA7ES iM[.` C-2