11-10509rExtract of Minutes of Meeting
of the City Council of the City of
Richfield, Hennepin County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Richfield, Minnesota, was duly held at the City offices in said City on Tuesday, April 26, 2011,
commencing at 7:00 P.M.
The following members were present: Mayor Debbie Goettel, Councilmembers Suzanne
Sandahl, Pat Elliott, Fred Wroge and Tom Fitzhenry
and the following were absent: None
The Mayor announced that the next order of business was consideration of the proposals which
had been received for the purchase of the City's General Obligation Water Revenue Bonds, Series 201 IA,
in the aggregate principal amount of $1,480,000.
The City Manager presented a tabulation of the proposals that had been received in the manner
specified in the Notice of Sale for the Bonds. The proposals are attached hereto as EXHIBIT A.
After due consideration of the proposals, Member Wroge then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
follows:
RESOLUTION NO. 10509
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION WATER REVENUE BONDS, SERIES 2011A, IN
THE AGGREGATE PRINCIPAL AMOUNT OF $1,480,000;
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
Section 1. Sale of Bonds.
1.01. Authorizing Resolution. On April 12, 2011, the City Council adopted a resolution
authorizing the sale of the City's General Obligation Water Revenue Bonds, Series 2011A (the "Bonds "),
in the original aggregate principal amount of $1,480,000 to finance. various capital improvements to the
City's drinking water infrastructure (the "Project ") pursuant to Minnesota Statutes, Sections 444.075 and
115.46 and Minnesota Statutes, Chapter 475, as amended (collectively, the "Act ").
1.02. Award to the Purchaser and Interest Rates. The proposal of Northland Securities, Inc.,
Minneapolis (the "Purchaser "), to purchase the Bonds of the City is found and determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $1,468,704.70
(par amount of $1,480,000, plus original issue premium of $4,126.30, less underwriter's discount of
$15,421.60), plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year
Interest Rate
Year Interest Rate
2013
2.00%
2022*
3.10%
2014
2.00
2024*
3.45
2015
2.00
2026*
3.70
2016
2.00
2028*
3.85
2017
2.15
2030*
4.05
2018
2.45
2032*
4.15
2020*
2.90
* Term Bonds
Net interest cost: 3.6986616%
1.03. Purchase Contract. The sum of $0, being the amount proposed by the Purchaser in
excess of $1,461,500, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Construction Fund hereinafter created, as determined by the Finance Manager of the City in consultation
with the City's financial advisor. The 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.
1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the total principal amount of $1,480,000, originally dated May 18, 2011, 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 1 in the years and amounts as follows:
Year Amount
Year Amount
2013
$55,000
2022*
$140,000
2014
60,000
2024*
145,000
2015
60,000
2026*
155,000
2016
60,000
2028*
170,000
2017
60,000
2030*
185,000
2018
65,000
2032*
195,000
2020*
130,000
1.05. Optional Redemption. The City may elect on February 1, 2020, and on any day
thereafter to prepay Bonds due on or after February 1, 2021. 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.
1.06. The Bonds maturing on February 1, 2020, February 1, 2022, February 1, 2024, February 1,
2026, February 1, 2028, February 1, 2030 and February 1, 2032, 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, 2020
Year Amount
2019 $65,000
* Maturity
Year Amount
2020* $65,000
Bonds Maturing February 1, 2022
Year Amount
2021 $70,000
* Maturity]
Year
Amount
2022* $70,000
Bonds Maturing February 1, 2024
Year
Amount Year
Amount
2023
$70,000 2024*
$75,000
* Maturity
Bonds Maturing February 1, 2026
Year
Amount Year
Amount
2025
$75,000 2026*
$80,000
* Maturity]
Bonds Maturing February 1, 2028
Year
Amount Year
Amount
2027
$85,000 2028*
$85,000
* Maturity
Bonds Maturing February 1, 2030
Year
Amount Year
Amount
2029
$90,000 2030*
$95,000
* Maturity]
Bonds Maturing February 1, 2032
Year
Amount Year
Amount
2031
$95,000 2032*
$100,000
* Maturity
The specific Term Bonds to be redeemed
will be selected by lot by the Registrar.
All prepayments will be at
a price of par plus accrued interest.
Section 2. Registration and Payment.
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 will be payable on February 1 and
August 1 of each year, commencing February 1, 2012, 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 bond 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) Re ig ster. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory
to the Registrar, duly 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 bond 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 a 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 of an appropriate bond 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) Redemption. 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 by law. Failure to give notice by publication or by mail to
registered owners, 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.
2.04. Appointment of Initial Re isg tray. The City appoints Wells Fargo Bank, National
Association, 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 such business, the resulting 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 bond 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 moneys 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 those 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 a 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 and until a certificate of authentication on the Bond has
been duly executed by the manual signature of an authorized representative of the Registrar. Certificates
of authentication on different Bonds need not be signed by the same representative. The executed
certificate of authentication on 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 EXHIBIT B 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 will be exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form
as set forth in EXHIBIT B attached hereto.
3.02. Approving Legal Opinion. The City Manager will obtain a copy of the proposed
approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which will be
complete except as to dating thereof and will cause the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. The City will continue to operate and maintain its Water Fund to
which will be credited all gross revenues of the water system and out of which will be paid all normal and
reasonable expenses of current operations of the water system. Any balance therein is deemed net
revenues and will be transferred, from time to time, to a General Obligation Water Revenue Bonds, Series
2011A Debt Service Fund (the "Debt Service Fund ") hereby created, which fund will be used only to pay
principal of and interest on the Bonds and any other bonds similarly authorized. There will always be
retained in the Debt Service Fund a sufficient amount to pay principal of and interest on all the Bonds,
and the City Manager must report any current or anticipated deficiency in the Debt Service Fund to the
City Council. There is appropriated to the Debt Service Fund (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 1.03, if any; and
(iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any.
4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated during the construction of the Project financed
by the Bonds, will be deposited in a separate construction fund (the "Construction Fund ") to be used
solely to defray expenses of the Project and the payment of principal and interest on the Bonds prior to
the completion and payment of all costs of the Project. When the Project is completed and the cost
thereof paid, the Construction Fund is to be closed and any balance therein is to be deposited in the Debt
Service Fund.
4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, it will keep and enforce the following
covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water system as a
public utility and convenience free from competition of other like municipal utilities and will
cause all revenues therefrom to be deposited in bank accounts and credited to the water system
funds as hereinabove provided, and will make no expenditures from those accounts except for a
duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account and will
cause money to be credited thereto from time to time, out of net revenues from the water system
in sums sufficient to pay principal of and interest on the Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the water system and which will be open to inspection and
copying by any bondholder, or the bondholder's agent or attorney, at any reasonable time, and it
will furnish certified transcripts therefrom upon request and upon payment of a reasonable fee
therefor, and said account will be audited at least annually by a qualified public accountant and
statements of such audit and report will be furnished to all bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system to be
bonded in reasonable amounts for the protection of the City and the bondholders and will cause
the funds collected on account of the operations of the water system to be deposited in a bank
whose deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The Council will keep the water system insured at all times against loss by fire,
tornado and other risks customarily insured against with an insurer or insurers in good standing,
in such amounts as are customary for like plants, to protect the holders, from time to time, of the
Bonds and the City from any loss due to any such casualty and will apply the proceeds of such
insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the water system as required by law.
(g) The City will impose and collect charges of the nature authorized by Section
444.075 of the Act, at the times and in the amounts required to produce net revenues adequate to
pay all principal and interest when due on the Bonds and to create and maintain such reserves
securing said payments as may be provided in this resolution.
(h) The City Council will levy general ad valorem taxes on all taxable property in the
City when required to meet any deficiency in net revenues.
4.04. Debt Service Coverage. It is hereby determined that the estimated collection of net
revenues from the water system of the City for the payment of principal and interest on the Bonds will
produce at least five percent in excess of the amount needed to meet, when due, the principal and interest
payments on the Bonds and that no tax levy is needed at this time.
4.05. Registration of Resolution. The City Manager is authorized and directed to file a
certified copy of this resolution with the Taxpayer Services Division Manager of Hennepin County,
Minnesota, and to obtain the certificate required by Section 475.63 of the Act.
4.06. State Credit Enhancement. (a) Pursuant to a resolution adopted by the City Council on
April 12, 2011, the City Council authorized and directed City staff, financial advisors, and bond counsel
to enter the City into a Credit Enhancement Program Agreement (the "Credit Agreement ") with the
Minnesota Public Facilities Authority (the "Authority "). Pursuant to Minnesota Statutes, Section
446A.086, as amended (the "Credit Enhancement Act "), the State of Minnesota, acting through the
Authority, may provide a guarantee of any deficiency of debt service payments on the Bonds. Pursuant to
the Credit Enhancement Act, the City makes the following representations and covenants:
(i) the City will notify the Authority of any default or potential default in the
payment of principal or interest due on the Bonds;
(ii) the City will deposit with the Registrar all payments of principal and interest due
on the Bonds at least three business days prior to the payment due date;
(iii) the agreement the City enters into with the Registrar will include all provisions
required by the Credit Enhancement Act; and
(iv) the City will comply with all provisions of the Credit Agreement and with the
Credit Enhancement Act.
(b) Pursuant to Section 3 of the Credit Enhancement Act, the City acknowledges and agrees
that the Registrar is required to inform the Minnesota Commissioner of Management and Budget and the
Authority if the Registrar becomes aware of a default or potential default in the payment of principal or
interest on the Bonds or if, on the day two business days before the date a payment is due on the Bonds,
there are insufficient funds to make the payment on deposit with the Registrar.
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
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 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. Other Certificates. The Mayor and City Manger are hereby authorized and directed to
furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless
litigation shall have been commenced and be pending questioning the Bonds or the organization of the
City or incumbency of its officers, at the closing the Mayor and the City Manager shall also execute and
deliver to the Purchaser a suitable certificate as to absence of material litigation, and the City Manager
shall also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. 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 K1einBank, Chaska, 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. No Rebate. For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City hereby finds, determines, 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 $5,000,000, all within the meaning of Section 148(f)(4)(D) of the Code.
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 Obligations. 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 2011 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2011 have been designated for purposes of Section 265(b)(3) of the Code.
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-Entry System; Limited Oblijzation of City.
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 1.04 hereof. Upon 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 Bond, 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 shall 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 -Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds
that they be able to obtain Bond certificate, 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 owner in
accordance with the provisions of this Resolution. DTC may determine to discontinue providing its
services with respect to the Bonds at any time by giving notice to the City and discharging its
responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the 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 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.
8.02. City Compliance 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.
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
The motion for the adoption of the foregoing resolution was duly seconded by Member Sandahl,
and upon vote being taken thereon, the following voted in favor thereof: Goettel, Sandahl, Elliott, Wroge
and Fitzhenry
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
EXHIBIT A
PROPOSALS
I:13J
BID TABULATION
$1,490,000" General Obligation Water Revenue Bonds, Series 2011A
CITY OF RICHFIELD, MINNESOTA
SALE: April 26, 2011
AWARD: NORTHLAND SECURITIES, INC.
MN CREDIT ENHANCED RATING: Standard & Poor's Credit Markets "AAA!' BBI: 4.98%
UNDERLYING RATING: Standard & Poors. Credit Markets "AA +"
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC.
Minneapolis, Minnesota
2013
1000%
0.750°%
2014
2.000%
1.150°%
2015
2.000%
1.500%
2016
2.000°%
1.800%
2017
2.150%
2.150°%
2018
2-450%
2.450%
2019*
2.900°%
2.900°%
2020*
2.900%
2.900%
2021 **
3.100%
3.100°%
2022 **
3.100%
3.100°%
2023***
3.450%
3.450°%
2024***
3450%
3.450%
2025 * ***
3.700°%
3.700%
2026* ***
3.700%
3.700°%
2027' * * **
3.850°%
3.850°%
2028' * * **
3.850%
3.850%
2029 * * ****
4.050%
4.050°%
2030** ****
4.050%
4.050°%
2031 * *** * **
4.150%
4.150°%
2032 * *** * **
4.150%
4.150°%
$1,478,488.20 $681,796.77 3.6808%
*Subsequent to bid opening the issue size was decreased to $1,480,000.
Adjusted Price - $1,468,704.70 Adjusted Net Interest Cost - $668,537.20 Adjusted TIC - 3.6695%
*$130,000 Term Bond due 2020 with mandatory redemption in 2019
* *$140,000 Term Bond due 2022 with mandatory redemption in 2021
** *$145,000 Tenn Bond due 2024 with mandatory redemption in 2023
* ** *$160,000 Term Bond due 2026 with mandatory redemption in 2025 (Adjusted amount of $155,000)
* *** *$175,000 Term Bond due 2028 with mandatory redemption in 2027 (Adjusted amount of $170,000)
* * *** *$185,000 Term Bond due 2030 with mandatory redemption in 2029
* * * * ** *$205,000 Term Bond due 2032 with mandatory redemption in 2031 (Adjusted amount of $195,000)
EHLERS - -- - - - - - __
Minnn esota
LEADERS IN PUHLIC FINANCE Offices also in Wisconsin and Illinois
NIM,
mw. ehlers- inc. corn
phone 651- 697 - 8500 3060 Centre Pointe Drive
fax 551- 697.8555 Roseville, MN 55113 -1122
$1,490,000 General Obligation Water Revenue Bonds, Series 2011A
City of Richfield, Minnesota
Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
CRONIN & COMPANY, INC_
Minneapolis, Minnesota
PIPER JAFFRAY & CO.
Leawood, Kansas
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2013
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2.000%
2.000%
2.000%
2.500%
3.000%
3.000%
3.000%
3.000%
3.200%
3.200%
3.450%
3.450%
3.750%
3.750%
4.000%
4.000%
4.150%
4.150%
4.350%
4.350%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.125%
3.375%
3.375%
3.500%
3.500%
3.500%
3.500%
4.000%
4.000%
4.000%
4.100%
4.100%
4.100%
A -3
$1,488,692.55 $697,669.69 3.7512%
$1,481,541.40 $695,649.58 3.7668%
$1,490,000 General Obligation Water Revenue Bonds, Series 2011A
City of Richfield, Minnesota
Page 3
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
UBS FINANCIAL SERVICES INC. 2013 2.000% $1,490,404.45 $714,423.26 3.84859/6
New York, New York
2014
3.000%
2015
3.000%
2016
3.000%
2017
3.000%
2018
3.000%
2019
3.000%
2020
3.000%
2021
3.500%
2022
3.500%
2023
3.500%
2024
4.000%
2025
4.000%
2026
4.000%
2027
4.000%
2028
4.000%
2029
4.125%
2030
4.125%
2031
4.250%
2032
4.375%
UNITED BANKERS' BANK
2013
1.100%
Bloomington, Minnesota
2014
1.100%
2015
1.750%
2016
1.750%
2017
2.350%
2018
2.350%
2019
2.900%
2020
2.900%
2021
3.300%
2022
3.300%
2023
3.600%
2024
3.600%
2025
3.800%
2026
3.800%
2027
4.000%
2028
4.000%
2029
4.200%
2030
4.200%
2031
4.400%
2032
4.400%
WE
$1,471,375.00 $713,209.80 3.85370/.
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF RICHFIELD
GENERAL OBLIGATION WATER REVENUE BOND
SERIES 2011A
Date of
Rate Maturity Original Issue CUSIP
February 1, 20_ May 18, 2011
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
hereby 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 I in each year, commencing
February 1, 2012, 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, National Association, 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, 2020, and on any day thereafter to prepay Bonds due on or
after February 1, 2021. 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, 2020, February 1, 2022, February 1, 2024, February 1, 2026,
February 1, 2028, February 1, 2030 and February 1, 2032, 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:
I:
Bonds Maturing February 1, 2020
Year Amount Year
2019
$65,000 2020*
* Maturity
Bonds Maturing February 1, 2022
Year
Amount Year
2021
$70,000 2022*
* Maturity]
Bonds Maturing February 1, 2024
Year
Amount Year
2023
$70,000 2024*
* Maturity
Bonds Maturing February 1, 2026
Year
Amount Year
2025
$75,000 2026*
* Maturity]
Bonds Maturing February 1, 2028
Year
Amount Year
2027
$85,000 2028*
* Maturity
Bonds Maturing February 1, 2030
Year
Amount Year
2029
$90,000 2030*
* Maturity]
LIZIN
Amount
$65,000
Amount
$70,000
Amount
$75,000
Amount
$80,000
Amount
$85,000
Amount
$95,000
Year
Bonds Maturing February 1, 2032
Amount
Year
Amount
2031 $95,000 2032* $100,000
* Maturity
The specific Term Bonds to be redeemed will be selected by lot by the Registrar. All prepayments will be at
a price of par plus accrued interest.
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 $10,000,000 limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $1,480,000 all of like original
issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued
pursuant to a resolution adopted by the City Council on April 26, 2011 (the "Resolution "), for the purpose
of providing money to aid in financing various improvements to the water systems of 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, Chapter 475, as amended, and Minnesota Statutes, Section
444.075, and the principal hereof and interest hereon are payable primarily from the net revenues of the
water system of the City in a special debt service fund of the City, 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 ad valorem taxes on all taxable property in the City in the event of any deficiency in net revenues
pledged, 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.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system free from competition by
other like municipal utilities; that adequate insurance on said system and suitable fidelity bonds on
employees will be carried; that proper and adequate books of account will be kept showing all receipts
and disbursements relating to the Water Fund, into which it will pay all of the gross revenues from the
water system; that it will also create and maintain a General Obligation Water Revenue Bonds,
Series 2011A Debt Service Fund, into which it will pay, out of the net revenues from the water system a
sum sufficient to pay principal hereof and interest thereon when due; and that it will provide, by ad
valorem tax levies, for any deficiency in required net revenues of the water system.
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.
:j
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
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:
(Facsimile)
Mayor
2011
CITY OF RICHFIELD, MINNESOTA
(Facsimile)
City Manager
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
WELLS FARGO SANK,
NATIONAL ASSOCIATION
IC 11
118-MI!
Authorized Representative
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
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
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.
I:
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF RICHFIELD )
I, the undersigned, being the duly qualified and acting City Clerk of the City of Richfield,
Minnesota (the "City "), do hereby certify that I have carefully compared the attached and foregoing
extract of minutes of a regular meeting of the City Council of the City held on April 26, 2011, with the
original minutes on file in my office and the extract is a full, true and correct copy of the minutes insofar
as they relate to the issuance and sale of the City's General Obligation Water Revenue Bonds,
Series 2011A, in the aggregate principal amount of $1,480,000.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this
day of , 2011.
City Clerk
Richfield, Minnesota
(SEAL)
STATE OF MINNESOTA CERTIFICATE OF TAXPAYER
SERVICES DIVISION MANAGER
COUNTY OF HENNEPIN AS TO REGISTRATION WHERE NO
AD VALOREM TAX LEVY
1, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota, hereby
certify that a resolution adopted by the City Council of the City of Richfield, Minnesota (the "City "), on
April 26, 2011, relating to the City's General Obligation Water Revenue Bonds, Series 2011 A, in the
aggregate principal amount of $1,480,000, dated May 18, 2011, has been filed in my office and said
obligations have been registered on the register of obligations in my office.
WITNESS My hand and official seal this day of , 2011.
(SEAL)
Taxpayer Services Division Manager
Hennepin County, Minnesota
By
Deputy
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
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.
Signature of
Date of Registration Registered Owner Officer of Registrar
Cede & Co.
Federal ID #13- 2555119
Adopted by the City Council of the City of RichfieldMinnesota this 26th day of April,
2011.
r
Deb ie Goettel, ayor
ATTEST:
Nancy Gibbs, 1 Clerk