HomeMy WebLinkAbout1996 [06] Jun 11 {Book 09}
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.~ .,/ CITY OF ST. JOSEPH
21 First Avenue NW
PO. Box 668,
St. Joseph, MN 56374
(612) 363-7201
Fax: 363-0342
MAYOR
Donald "Bud" Reber
CLEHK!
ADMINISTHATOH
Rachel Stapleton
COUNCILOHS SPECIAL
Ross Rieke CITY COUNCIL MEETING
Boh Loso June 11, 1996 - 4:30 P.M.
Ken Hiemenz
Cory Ehlert
. AGENDA
1. Call to Order
2. Bond Sale Resolutions
a) $1,280,000 G.O. For Financing E Minnesota Street
b) $780,000 Water Revenue - Treatment Facility Imp.
3. Adjourn
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. CERTIFICATION OF MINUTES RELATING TO
$1,280,000 GENERAL OBLIGATION IMPROVEMENT BONDS OF 1996
Issuer: City of St. Joseph, Minnesota
Governing Body: City Council
Kil1d, date, time and place of meeting: _A special meeting held June 11, 1996, at 4:30_
o'clock P.M., at the City Hall, St. Joseph, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
RESOLUTION NO.
. RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,280,000 GENERAL OBLIGATION
IMPROVEMENT BONDS OF 1996
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referr~d_jo)n the titleo£ this certificate,.
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal custody, from
which they have been transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this _ day of
June, 1996.
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It was reported that _ sealed proposals for the purchase of .
$1,280,000 General Obligation Improvement Bonds of 1996 were received prior to
11:30 o'clock a.m., pursuant to the Official Statement and supplemental material
distributed to potential purchasers of the Bonds by Juran & Moody, Inc., financial
consultants to the Issuer. The proposals have been publicly opened, read and
tabulated and were found to be as follows:
See Attached
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. Councilmember introduced the following resolution and moved
its adoption, which motion was seconded by Councilmember
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $1,280,000 GENERAL OBLIGATION
IMPROVEMENT BONDS OF 1996
BE IT RESOLVED by the City Council of the CitY ofSt. Joseph,
Minnesota (the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. This Council, by resolution duly adopted on May
2, 1996, authorized the issuance and public sale of $1,280,000 General Obligation
Improvement Bonds of 1996 (the Bonds) of the Issuer to finance the construction of
the East Minnesota Street improvement project (the Project). The actions of the
Issuer staff and Issuer's financial advisor in advertising the sale and preparing the
Official Statement and Notice of Sale therefor (including the change of sale date to
June 11, 1996) are hereby approved, ratified and confirmed.
. 1.02. Sale. The Issuer has retained Juran & Moody, Inc., as
independent financial advisers in connection with the sale of the Bonds. Pursuant
to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), the requirements
as to public sale do not apply to the issuance of the Bonds. A proposal has been
received from
In , and associates
(the Purchaser), to purchase the Bond~at a price of $ '. .' .. .... ..' .'
plus accrued interest on all Bonds to the day of delivery ànd 'payment,on the further
terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser,
and the Mayor and Administrator are hereby authorized and directed on behalf of
the Issuer to execute a contract for the sale of the Bonds with the Purchaser.
Section 2. Bond Terms; Registration; Execution and Delivery.
2.01. Issuance of Bonds. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the valid issuance of the Bonds
having been done, now existing, having happened and having been performed, it is
now necessary for the City Council to establish the form and terms of the Bonds, to
- provide security therefor and to issue the Bonds forthwith.
- 2.02. Maturities; Interest Rates; Denominations and Payment. The
Bonds shall be originally dated as of June 1, 1996, shall be in the denomination of
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$5/000 each, or any integral multiple thereof, of single maturities, shall mature on .
December 1 in the years and amounts stated below, and shall bear interest from date
of issue until paid or duly called for redemption at the annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate Year Amount Rate
1997 $60,000 2005 $ 85,000
1998 65,000 2006 90,000
1999 65,000 2007 95,000
2000 70,000 2008 100,000
2001 70,000 2009 105,000
2002 75,000 2010 115,000
2003 80,000 2011 120,000
2004 85,000
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond at the principal office of the Registrar described herein,
the principal amount thereat shall be payable by check or draft issued by the
Registrar described herein.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the .
Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange
pursuant to Section 2.06, the date of authentication shall be noted on each Bond so
delivered, exchanged or transferred. Interest on the Bonds shall be payable on each
June 1 and December 1, commencing December 1, 1996, to the owners of record
thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2.04, Redemption. Bonds maturing in 2003 and later years shall be
subject to redemption and prepayment at the option of the Issuer, in whole or in
part, in inverse order of maturity dates and by lot as selected by the Registrar in
multiples of $5,000 as to Bqnds maturing on the same date, on December 1, 2002, and
on any interest payment date thereafter, at a price equal to 100% of the principal
amount thereof and accrued interest to the date of redemption. Prior to the date set
for redemption of any Bond prior to its stated maturity date, the Administrator shall
cause notice of the call for redemption thereof to be published as required by law,
and, at least 30 days prior to the designated redemption date, shall cause notice of the
call thereof for redemption to be mailed by first class mail to the registered holders
of any Bonds to be redeemed at their addresses as they appear on the bond register
described in Section 2.05 hereof but no defect in or failure to give such mailed notice
of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure.
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. 2.05. Appointment of Initial Registrar. The Issuer hereby appoints the
First Trust National Association, in St. Paul, Minnesota, as the initial bond registrar,
transfer agent and paying agent (the Registrar). The Mayor and the Administrator
are authorized to execute and deliver, on behalf of the Issuer, 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, such corporation shall be authorized to act as successor Registrar.
The Issuer agrees to pay the reasonable and customary charges of the Registrar for
the services performed. The Issuer reserves the right to remove the Registrar upon
thirty (30) days notice and upon the appointment of a successor Registrar, in which
event the predecessor Registrar shall deliver all cash and Bonds in its possession to
the successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registration and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate
trust office a bond register in which the Registrar shall provide for the
registration of ownership of Bonds and the registration of transfers and
exchanges of Bonds entitled to be registered, transferred or exchanged.
. (b) Transfer of Bonds. Upon surrender for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by
the registered owner for exchange the Registrar shall authenticate and deliver
one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly canceled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Bond is
.- presented to the Registrar for transfer, the Registrar may refuse to transfer the
-- same until it is satisfied that the endorsement on such Bond or separate
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instrument of transfer is valid and genuine and that the requested transfer is .
legally authorized. The Registrar shall incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners. The Issuer and the Registrar may
treat the person in whose name any Bond is at any time registered in the
bond register as the absolute owner of the Bond, whether the Bond shall be
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 all
payments made to any registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of
Bonds (except for an exchange upon a partial redemption of a Bond), the
Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond
shall become mutilated or be destroyed, stolen or lost, the Registrar shall .
deliver a new Bond of like amount, number, maturity date and tenor in
exchange and substitution for and upon cancellation of any such mutilated
Bond or in lieu of and in substitution for any 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, in which both the Issuer and the Registrar shall be
named as obligees, All Bonds so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the Issuer. If
the mutilated, destroyed, stolen or lost Bond has already matured or been
called for redemption in accordance with its terms it shall not be necessary to
issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Administrator and shall be executed on behalf of
the Issuer by the signatures of the Mayor and the Administrator, provided that the -
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. signatures may be printed, engraved or lithographed facsimiles of the originals. In
case any officer whöse signature or a facsimile of whose signature shall appear on
the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes¡ the
same as if he had remained in office until delivery. Notwithstanding such
execution, no Bond shall be valid or obligatory for any purpose or entitled to any
security or benefit under this Resolution unless and until a certificate of
authentication on 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 each Bond shall be conclusive evidence that it has
been authenticated and delivered under this resolution. When the Bonds have
been prepared, executed and authenticated, the Treasurer shall deliver them to the
Purchaser upon payment of the purchase price in accordance with the contract of
sale heretofore executed¡ and the Purchaser shall not be obligated to see to the
application of the purchase price
2.08. Securities Depository. (a) For purposes of this section the
following terms shall have the following meanings:
. "Beneficial Owner" shall mean, whenever used with respect to a
Bond, the person in whose name such Bond is recorded as the beneficial owner of
such Bond by a Participant on the records of such Participant, or such person's
subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York,
New York.
"Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
"Representation Letter" shall mean the Representation Letter
pursuant to which the sender agrees to comply with DTC's Operational
Arrangements.
(b) The Bonds shall be initially issued as separately authenticated
fully registered bonds, and one Bond shall be issued in the principal amount of each
stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the bond register in the name of Cede & Co., as nominee of
- DTC. The Registrar and the Issuer may treat DTC (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of
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the principal of or interest on the Bonds, selecting the Bonds or portions thereof to .
be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all
other purposes whatsoever; and neither the Registrar nor the Issuer shall be affected
by any notice to the contrary. Neither the Registrar nor the Issuer shall have any
responsibility or obligation to any Participant, any person claiming a beneficial
ownership interest in the Bonds under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of
any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC or any Participant of any amount
with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this
resolution, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co. in accordance with DTC's
Operational Arrangements, and all such payments shall be valid and effective to
fully satisfy and discharge the Issuer's obligations with respect to the principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond for each separate stated maturity .
evidencing the obligation of the Issuer to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Bonds will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest
of the Beneficial Owners that they be able to obtain Bonds in the form of bond
certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall
notify the Participants of the availability through DTC of Bonds in the form of
certificates. In such event, the Bonds will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue providing its services with.
respect to the Bonds at any time by giving notice to the Issuer and the Registrar and
discharging its responsibilities with respect thereto under applicable law. In such
event the Bonds will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to
DTC by the Mayor or Administrator is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is
permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be
accomplished upon receipt by the Registrar of the Bonds to be transferred or
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. accordance with the provisions of this resolution. In the event Bonds in the form of
certificates are issued to owners other than Cede & Co., its successor as nominee for
DTC as owner of all the Bonds, or another securities depository as owner of all the
Bonds, the provisions of this resolution shall also apply to all matters relating
thereto, including, without limitation, the printing of such Bonds in the form of
bond certificates and the method of payment of principal of and interest on such
Bonds in the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially
the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF STEARNS
CITY OF ST. JOSEPH
GENERAL OBLIGATION IMPROVEMENT BOND OF 1996
Interest Rate Maturity Date Date of Original Issue CUSIP No.
June 1, 1996
REGISTERED OWNER: CEDE & CO.
. PRINCIPAL AMOUNT:
THE CITY OF ST. JOSEPH, COUNTY OF STEARNS, MINNESOTA (the
Issuer), acknowledges itself to be indebted and hereby promises to pay to the
registered owner named above, or registered assigns, the principal sum specified
above on the maturity date specified above, with interest thereon from the date
hereof at the annual rate specified above, payable on June 1 and December 1 in each
year, commencing December 1, 1996, 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, all subject to the provisions referred to
herein with respect to the redemption of the principal of this Bond before maturity.
Interest hereon shall be computed on the basis of a 360-day year composed of twelve
30-day months. 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 First Trust National Association, in St. Paul, Minnesota, as Bond
Registrar and Paying Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as
the same respectively become due, the full faith and credit and taxing powers of the
Issuer have been and are hereby irrevocably pledged.
~ This Bond is one of an issue in the aggregate principal amount of $1,280,000,
issued pursuant to a resolution adopted by the City Council on June 11, 1996 (the
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Resolution), to finance the costs of local improvements, and is issued pursuant to .
and in full conformity with the Constitution and laws of the State of Minnesota
thereunto enabling, including Minnesota Statutes, Chapters 429 and 475. The Bonds
are issuable only in fully registered form, in denominations of $5,000 or any integral
multiple thereof, of single maturities.
Bonds having stated m'aturity dates in the years 2003 and thereafter are each
subject to redemption and prepayment at the option of the Issuer, in whole or in
part, and if in part in inverse order of maturity dates and by lot as selected by the
Registrar in multiples of $5,000 as to Bonds maturing on the same date, on
December 1, 2002, and on any interest payment date thereafter, at a price equal to
100% of the principal amount thereof plus interest accrued to the date of
redemption. Prior to the date specified for the redemption of any Bond prior to its
stated maturity date, the Issuer will cause notice of the call for redemption to be
published as required by law, and, at least 30 days prior to the designated redemption
date, will cause notice of the call thereof to be mailed by first class mail to the
registered owner of any Bond to be redeemed at the owner's address as it appears on
the bond register maintained by the Registrar but no defect in or failure to give such
mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. Upon partial
redemption of any Bond, a new Bond or Bonds will be delivered to the owner
without charge, representing the remaining principal amount outstanding. .
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the Issuer at the 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 Issuer 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 Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986.
The Issuer 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 Issuer nor the Registrar shall be affected by any notice to the contrary.
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. IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of
Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the Issuer in accordance with its terms, have been done, do exist, have happened
and have been performed as so required; that, prior to the issuance hereof the City
Council has by the Resolution covenanted and agreed to levy special assessments
upon property specially benefited by the local improvements financed by the Bonds
and ad valorem taxes on all taxable property in the Issuer¡ which will be collectible
for the years and in amounts sufficient to produce sums not less than five percent in
excess of the principal of and interest on the Bonds of this issue when due, and has
appropriated such special assessments and taxes to its General Obligation
Improvement Bonds of 1996 Sinking Fund for the payment of such principal and
interest; that if necessary for payment of such principal and interest, additional ad
valorem taxes are required to be levied upon all taxable property in the Issuer,
without limitation as to rate or amount; that the issuance of this Bond, together
with all other indebtedness of the Issuer outstanding on the date hereof and on the
date of its actual issuance and delivery, does not cause the indebtedness of the Issuer
to exceed any constitutional or statutory limitation of indebtedness and that the
opinion printed hereon is a full, true and correct copy of the legal opinion given by
Bond Counsel with reference to the Bonds, dated as of the date of original issuance
. and delivery of the Bonds.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Bond Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the Issuer, by its City Council, has caused
this Bond to be executed on its behalf by the facsimile signatures of the Mayor and
Administrator and has caused this Bond to be dated as of the date set forth below.
CITY OF ST. JOSEPH, MINNESOTA
Attest: (facsimile signature Administrator) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
Dated
This is one of the Bonds delivered pursuant to the Resolution mentioned
within
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FIRST TRUST NATIONAL ASSOCIATION, as Bond Registrar .
By
Authorized Representative
[Insert Legal Opinion]
The following abbreviations, when used in the inscription on the face of this
Bond, shall be construed as though they were written out in full according to the
applicable laws or regulations:
TEN COM -- as tenants in common UTMA ........................... as Custodian for .............
(Cust) (Minor)
under Uniform Transfers to Minors Act ..........
TEN ENT -- as tenants by the entireties (State)
JT TEN -- as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used. .
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 enlargement or
any change whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be -
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. determined by the Registrar in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE:
[End of Bond form]
Section 3. General Obligation Improvement Bonds of 1996
Construction Fund. There is hereby established on the official books and records of
the Issuer a General Obligation Improvement Bonds of 1996 Construction Fund (the
Construction Fund), and the Treasurer shall continue to maintain the Construction
Fund until payment of all costs and expenses incurred in connection with the
construction of the Project have been paid. To the Construction Fund there shall be
credited from the proceeds of the Bonds, exclusive of unused discount and accrued
and capitalized interest, an amount equal to the estimated cost of the Project and
from the Construction Fund there shall be paid all construction costs and expenses.
There shall also be credited to the Construction Fund all special assessments
collected with respect to the Project, until all costs of the Project have been fully
paid. After payment of all construction costs, the Construction Fund shall be
discontinued and any Bond proceeds remaining therein may be transferred to the
. other funds or accounts established for construction of other improvements
instituted pursuant to Minnesota Statutes, Chapter 429. All special assessments on
hand in the Construction Fund when terminated or thereafter received, and any
Bond proceeds not so transferred, shall be credited to the General Obligation
Improvement Bonds of 1996 Sinking Fund of the Issuer.
Section 4. General Obligation Improvement Bonds of1996 Sinking
Fund. So long as any of the Bonds are outstanding and any principal of or interest
thereon unpaid, the Treasurer shall maintain a separate debt service fund on the
official books and records of the Issuer to be known as the General Obligation
Improvement Bonds of 1996 Sinking Fund (the Bond Fund), and the principal of
and interest on the Bonds shall be payable from the Bond Fund. The Issuer
irrevocably appropriates to the Bond Fund (a) any amount in excess of $1,259,520
received from the Purchaser; (b) capitalized interest in the amount of $ ,
(c) all taxes and special assessments levied and collected in accordance with this
resolution; and (d) all other moneys as shall be appropriated by the City Council to
the Bond Fund from time to time.
There are hereby established two accounts in the Bond Fund,
designated as the "Debt Service Account" and the "Surplus Account." There shall
initially be deposited into the Debt Service Account upon the issuance of the Bonds
- the amount set forth in (a) above. Thereafter, during each Bond Year (i.e., each
twelve month period commencing on December 2 and ending on the following
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December 1), as monies are received into the Bond FundI the Treasurer shall first .
deposit such monies into the Debt Service Account until an amount has been
appropriated thereto sufficient to pay all principal and interest due on the Bonds
through the end of the Bond Year. All subsequent monies received in the Bond
Fund during the Bond Year shall be appropriated to the Surplus Account. If at any
time the amount on hand in the Debt Service Account is insufficient for the
payment of principal and interest then due, the Treasurer shall transfer to the Debt
Service Account amounts on hand in the Surplus Account to the extent necessary to
cure such deficiency. Investment earnings (and losses) on amounts from time to
time held in the Debt Service Account and Surplus Account shall be credited or
charged to said accounts.
If the aggregate balance in the Bond Fund is at any time insufficient to
pay all interest and principal then due on all Bonds payable therefrom, the payment
shall be made from any fund of the Issuer which is available for that purpose,
subject to reimbursement from the Surplus Account in the Bond Fund when the
balance therein is sufficient, and the City Council covenants and agrees that it will
each year levy a sufficient amount of ad valorem taxes to take care of any
accumulated or anticipated deficiency, which levy is not subject to any
constitutional or statutory limitation.
Section 5. Special Assessments, The Issuer hereby covenants and .
agrees that, for the payment of the cost of the Project, the Issuer has done or will do
and perform all acts and things necessary for the final and valid levy of special
assessments in an amount not less than 20% of the cost of each of the
improvements financed by the Bonds. The Issuer estimates it will levy special
assessments in the aggregate principal amount of $ . It is
estimated that the principal and interest on such special assessments will be levied
and collected in the years and amounts shown on Appendix I attached hereto. In
the event any such assessment shall at any time be held invalid with respect to any
lot or tract of land, due to any error, defect or irregularity in any action or proceeding
taken or to be taken by the Issuer or by the City Councilor by any of the officers or
employees of the Issuer, either in the making of such assessment or in the
performance of any condition precedent thereto, the Issuer hereby covenants and
agrees that it will forthwith do all such further things and take all such further
proceedings as shall be required by law to make such assessment a valid and binding
lien upon said property.
Section 6. Pledge of Taxing Powers. For the prompt and full payment
of the principal of and interest on the Bonds as such payments respectively become
due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. In order to produce aggregate amounts which, together
with the collections of special assessments and other amounts as set forth in Section
4, will produce amounts not less than 5% in excess of the amounts needed to meet -
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. when due the principal and interest payments on the Bonds, ad valorem taxes are
hereby levied on all taxable property in the Issuer. The taxes will be levied and
collected in the following years and amounts:
Levy Years Collection Years Amount
1996-2010 1997-2011 See attached Levy Computation
The taxes shall be irrepealable as long as any of the Bonds are outstanding and
unpaid, provided that the Issuer reserves the right and power to reduce the tax
levies in accordance with the provisions of Minnesota Statutes, Section 475.61.
Section 7. Defeasance. When all of the Bonds have been discharged as
provided in this section, all pledges, covenants and other rights granted by this
resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any 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; or, 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 from the due date to the date of such deposit. The
. Issuer may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by
depositing with the Registrar on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. The Issuer
may also at any time discharge its obligations with respect to any Bonds, subject to
the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited,
bearing interest payable at such time and at such rates and maturing or callable at
the holder's option on such dates as shall be required to pay all principal and
interest to become due thereon to maturity or earlier designated redemption date.
Section 8. Tax Covenants; Arbitrage Matters; Reimbursement and
Continuing Disclosure.
8.01. General Tax Covenant. The Issuer covenants and agrees with the
registered owners of the Bonds that it will not take, or permit to be taken by any of
its officers, employees or agents, any actions that would cause interest on the Bonds
to become includable in gross income of the recipient under the Internal Revenue
Code of 1986, as amended (the Code) and applicable Treasury Regulations (the
- Regulations), and covenants to take any and all actions within its powers to ensure
that the interest on the Bonds will not become includable in gross income of the
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recipient under the Code and the Regulations. In particular, the Issuer covenants .
and agrees that all proceeds of the Bonds deposited in the Construction Fund will be
expended solely for the payment of the costs of the Project (or other improvements
authorized pursuant to Chapter 429). All improvements so financed will be owned
and maintained by the Issuer and available for use by members of the general public
on a substantially equal basis. The Issuer shall not enter into any lease,
management, use or other agreement or contract with any non-governmental
person relating to the use of the Project or security for the payment of the Bonds
which might cause the Bonds to be considered "private activity bonds" or "private
loan bonds" pursuant to Section 141 of the Code.
8.02, Certification. The Mayor and Administrator being the officers of
the Issuer charged with the responsibility for issuing the Bonds pursuant to this
resolution, are authorized and directed to execute and deliver to the Purchaser a
certificate in accordance with the provisions of Section 148 of the Code, and
applicable Regulations, stating the facts, estimates and circumstances in existence on
the date of issue and delivery of the Bonds which make it reasonable to expect that
the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be "arbitrage bonds" within the meaning of the Code and Regulations.
8.03. Arbitrage Rebate Exemption. It is hereby found that the Issuer has
general taxing powers, that no Bond is a "private activity bond" within the meaning .
of Section 141 of the Code, that 95% or more of the net proceeds of the Bonds are to
be used for local governmental activities of the Issuer, and that the aggregate face
amount of all tax-exempt obligations (other than private activity bonds) issued by
the Issuer and all subordinate entities thereof during the year 1996 is not reasonably
expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section
148(f)(4)(D) of the Code, the Issuer shall not be required to comply with the arbitrage
rebate requirements of paragraphs (2) and (3) of Section 148(f) of the Code.
8.04. Oualified Tax-Exempt Obligations. The City Council hereby
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
265(b )(3) of the Code relating to the disallowance of interest expense for financial
institutions, and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b)(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1996
does not exceed $10,000,000.
8.05. Reimbursement. The Issuer certifies that the proceeds of the
Bonds will not be used by the Issuer to reimburse itself for any expenditure with
respect to the Project which the Issuer paid or will have paid more than 60 days
prior to the issuance of the Bonds unless, with respect to such prior expenditures,
the Issuer shall have made a declaration of official intent which complies with the
provisions of Section 1.150-2 of the Regulations; provided that this certification shall -
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. not apply (i) with respect to certain de minimis expenditures, if any, with respect to
the Project meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or
(ii) with respect to "preliminary expenditures" for the Project as defined in Section
1.150-2(f)(2) of the Regulations, including engineering or architectural expenses and
similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue
price" of the Bonds.
8.06. Continuing Disclosure.
(a) Limited Exemption from Rule. The Securities and Exchange
Commission (the SEC) has promulgated amendments to Rule 15c2-12 under the
Securities Exchange Act of 1934 (17 c.P.R. § 240.15c2-12) (as in effect and interpreted
from time to time, the Rule) which govern the obligations of certain underwriters
to require that issuers of municipal bonds enter into contracts for the benefit of the
bondholders to provide continuing disclosure with respect to the bonds. This
Council hereby finds, determines and declares that the Bonds are exempt from the
application of paragraph (b )(5) of the Rule by reason of the exemption granted in
paragraph (d)(2) thereof. Specifically, this Council hereby finds that the only
obligated person (within the meaning of the Rule) with respect to the Bonds is the
Issuer and that, giving effect to the issuance of the Bonds and any other securities
required to be "integrated with the Bonds, there will be no more than $10 million) in
. principal amount of municipal securities outstanding on the date of issuance of the
Bonds as to which the Issuer is an obligated person (excluding municipal securities
exempt from the Rule under paragraph (d)(1) thereof because, among other things,
they were issued in minimum denominations of $100,000). In making such finding,
the Issuer hereby represents that it has not issued within the six months before the
date of issuance of the Bonds and that it reasonably expects that it will not issue
within six months after the date of issuance of the Bonds, other securities of the
Issuer of substantially the same security and providing financing for the same
general purpose or purposes as the Bonds. The exemption from the Rule for the
Bonds is conditioned upon the Issuer agreeing to provide certain continuing
disclosure as hereinafter provided. The Issuer has complied in all material respects
with any undertaking previously entered into by it under the Rule.
(b) Purpose and Beneficiaries. To provide for the public availability of
certain information relating to the Bonds and the security therefor and to permit
participating underwriters in the primary offering of the Bonds to comply with
paragraph (b )(5) of the Rule, which will enhance the marketability of the Bonds, the
Issuer hereby makes the covenants and agreements contained in this section for the
benefit of the Owners (as hereinafter defined) from time to time of the Outstanding
Bonds. If the Issuer fails to comply with any provisions of this section any person
aggrieved thereby, including the Owners of any Outstanding Bonds, may take
- whatever action at law or in equity may appear necessary or appropriate to enforce
performance and observance of any agreement or covenant contained in this
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section, including an action for specific performance or a writ of mandamus. Direct, .
indirect, consequential and punitive damages shall not be recoverable for any
default hereunder to the extent permitted by law. Notwithstanding anything to the
contrary contained herein, in no event shall a default under this section constitute a
default under the Bonds or under any other provision of this resolution. As used in
this section, Owner or Bondowner means, in respect of a Bond, the registered owner
or owners thereof appearing in the bond register maintained by the Registrar or any
Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides
to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in
respect of a Bond, any person or entity which (i) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, such Bond
(including persons or entities holding Bonds through nominees, depositories or
other intermediaries), or (ii) is treated as the owner of the Bond for federal income
tax purposes.
(c) Information To Be Disclosed. The Issuer will provide, either
directly or indirectly through an agent designated by the Issuer, the following
information at the following times in an appropriate manner:
(1) At least annually to the state information depository then
designated or operated by the State of Minnesota (the State Depository), if any, .
or, if no State Depository then exists, to any person or entity upon request, the
audited financial statements of the Issuer for the most recent fiscal year
(which shall be available within 270 days of the end of each fiscal year),
accompanied by the audit report and opinion of the accountant or
government auditor relating thereto, as permitted or required by the laws of
the State of Minnesota, containing balance sheets as of the end of such fiscal
year and a statement of operations, changes in fund balances and cash flows
for the fiscal year ended, showing in comparative form such figures for the
preceding year of the Issuer, prepared in accordance with generally accepted
accounting principles promulgated by the Financial Accounting Standards
Board or as otherwise provided under Minnesota law, as in effect from time
to time, or, if and to the extent such financial statements have not been
prepared in accordance with such generally accepted accounting principles for
reasons beyond the reasonable control of the Issuer, noting the discrepancies
therefrom and the effect thereof, and certified as to accuracy and completeness
in all material respects by the fiscal officer of the Issuer (the Disclosure
Information).
The Administrator of the Issuer is hereby designated as the proper recipient of
requests for Disclosure Information.
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. Any or all of the Disclosure Information may be incorporated by reference, if
it is updated as required hereby, from other documents, including official
statements, which have been submitted to each then nationally recognized
municipal securities information repository under the Rule or the SEe. If the
document incorporated by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall
clearly identify in the Disclosure Information each document so incorporated
by reference.
If the Disclosure Information is changed because it is no longer compiled or
publicly available or this paragraph (c)(l) is amended as permitted by
subsection (d), then the Issuer shall include in the next Disclosure
Information to be delivered hereunder, to the extent necessary, an
explanation of the reasons for the amendment and the effect of any change in
the type of information provided.
(2) In a timely manner, to the Municipal Securities Rulemaking Board
and to the State Depository, if any, notice of the occurrence of any of the
following events which is a Material Fact· (as hereinafter defined):
. (A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to
perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of
the security;
(G) Modifications to rights of security holders;
(H) Bond calls;
(I) Defeasances;
(J) Release, substitution, or sale of property securing repayment of the
securities; and
(K) Rating changes.
As used herein, a "Material Fact" is a fact as to which a substantial likelihood
exists that a reasonably prudent investor would attach importance thereto in
deciding to buy, hold or sell a Bond or, if not disclosed, would significantly
alter the total information otherwise available to an investor from the
Official Statement, information disclosed hereunder or information generally
- available to the public. Notwithstanding the foregoing sentence, a Material
Fact is also an event that would be deemed "material" for purposes of the
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, . .
purchase, holding or sale of a Bond within the meaning of applicable federal .
securities laws, as interpreted at the time of discovery of the occurrence of the
event.
(3) In a timely manner, to the Municipal Securities Rulemaking Board
and to the State Depository, if any, notice of the occurrence of any of the
following events or conditions:
(A) the amendment or supplementing of this section pursuant
to subsection (d), together with a copy of such amendment or
supplement and any explanation provided by the Issuer under
subsection (d)(2);
(B) the termination of the obligations of the Issuer under this
section pursuant to subsection (d);
(C) any change in the accounting principles pursuant to which
the financial statements constituting a portion of the Disclosure
Information are prepared; and
(D) any change in the fiscal year of the Issuer.
(d) Term; Amendments; Interpretation. The covenants of the Issuer .
in this section shall remain in effect so long as any Bonds are Outstanding.
Notwithstanding the preceding sentence, however, the obligations of the Issuer
under this section shall terminate and be without further effect as of any date on
which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect
that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the Issuer to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange
Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
This section may be amended or supplemented by the Issuer from time to
time, without notice to or the consent of the Owners of any Bonds, by a resolution of
this Council filed in the office of the recording officer of the Issuer accompanied by
an opinion of Bond Counsel, who may rely on certificates of the Issuer and others
and the opinion may be subject to customary qualifications, to the effect that: (i) such
amendment or supplement (a) is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in the
identity, nature or status of the Issuer or the type of operations conducted by the
Issuer, or (b) is required by, or better complies with, the provisions of paragraph
(d)(2) of the Rule; (ii) this section as so amended or supplemented would have -
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. complied with the requirements of paragraph (d)(2) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances
applicable under clause (i) (a) and assuming that the Rule as in effect and interpreted
at the time of the amendment or supplement was in effect at the time of the
primary offering; and (iii) such amendment or supplement does not materially
impair the interests of the Bondowners under the Rule. This section is entered into
to comply with, and should be construed so as to satisfy the requirements of,
paragraph (d)(2) of the Rule.
Section 9. Certification of Proceedings.
9.01. Registration of Bonds. The Administrator is hereby authorized
and directed to file a certified copy of this resolution with the County Auditor of
Stearns County and obtain a certificate that the Bonds have been duly entered upon
the County Auditor's bond register and the tax required by law has been levied.
9.02. Authentication of Transcript. The officers of the Issuer and the
County Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all
proceedings and records relating to the Bonds and such other affidavits, certificates
and information as may be required to show the facts relating to the legality and
. marketability of the Bonds, as the same appear from the books and records in their
custody and control or as otherwise known to them, and all such certified copies,
affidavits and certificates, including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements contained
therein.
9.03. Preliminary Official Statement. The Preliminary Official
Statement relating to the Bonds, dated May 24, 1996, prepared and distributed by
Juran & Moody, Inc., the financial consultant for the Issuer, is hereby approved.
Juran & Moody, Inc., is hereby authorized on behalf of the Issuer to prepare and
distribute to the Purchaser within seven business days from the date hereof, a
supplement to the Official Statement listing the offering price, the interest rates,
selling compensation, delivery date, the underwriters and such other information
relating to the Bonds required to be included in the Official Statement by Rule
l5c2-12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of
the Issuer are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
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Upon vote being taken thereon, the following voted in favor thereof: .
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
.
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- - -----..--.-----
. . CERTIFICATION OF MINUTES RELATINGTQ . .
$780,000 GENERAL OBLIGATION WATER REVENUE BONDSOFT996
Issuer: City of St. Joseph, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A special meeting held June 11, 1996, at 4:30
o'clock P.M., at the City Hall, St. Joseph, Minnesota.
Members present:
Members absent:
Documents Attached:
Minutes of said meeting (including):
. RESOLUTION PRESCRIBING THE FORM AND DETAILS AND
PROVIDING FOR THE PAYMENT OF $780,000 GENERAL
OBLIGATION WATER REVENUE BONDS OF 1996
I, the undersigned, being the duly qualified and acting recording officer
of the public corporation issuing the bonds referred to in the title of this' certificate,
certify that the documents attached hereto, as described above, have been carefully
compared with the original records of said corporation in my legal custody, from
which they have been transcribed; that said documents are a correct and complete
transcript of the minutes of a meeting of the governing body of said corporation,
and correct and complete copies of all resolutions and other actions taken and of all
documents approved by the governing body at said meeting, so far as they relate to
said bonds; and that said meeting was duly held by the governing body at the time
and place and was attended throughout by the members indicated above, pursuant
to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this _ day of
June, 1996.
--
City Administrator
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It was reported that _ sealed proposals for the purchase of $780,000 .
General Obligation Water Revenue Bonds of 1996, were received prior to 11:00
o'clock a.m., pursuant to the Official Statement and supplemental material
distributed to potential purchasers of the Bonds by Juran & Moody, Inc., financial
consultants to the Issuer. The proposals have been publicly opened, read and
tabulated and were found to be as follows:
See Attached
.
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":''---.-1
,- 1 . ! 1 .".--,... .--».:~ .". --:--"-
. Councilmember intrQduced the following resolution ¡:¡.1i.d moved
its adoption, which motion was seconded by Councilmember
RESOLUTION AUTHORIZING ISSUANCE, AWARDING SALE,
PRESCRIBING THE FORM AND DETAILS AND PROVIDING FOR
THE PAYMENT OF $780,000 GENERAL OBLIGATION WATER
REVENUE BONDS OF 1996
BE IT RESOL VED by the City Council of the City of St. Joseph,
Minnesota (the Issuer), as follows:
Section 1. Authorization and Sale.
1.01. Authorization. By resolution duly adopted on May 2, 1996, this
Council authorized the sale of its $780,000 General Obligation Water Revenue
Bonds of 1996 (the Bonds), of the Issuer to finance various improvements (the
Project) to the Issuer's municipal water utility facilities (the System). The actions of
the Issuer staff and Issuer's financial advisor in advertising the sale and preparing
the Official Statement and Notice of Sale therefor (including the change of sale date
to June 11, 1996) are hereby approved, ratified and confirmed.
. 1.02. Sale. The Issuer has retained Juran & Moody, Inc., as
independent financial advisers in connection with the sale of the Bonds. Pursuant
to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), the requirements
as to public sale do not apply to the issuance of the Bonds. A proposal has been
received from
In , and associates
(the Purchaser), to purchase the Bonds at a price of $ , plus
accrued interest on all Bonds to the day of delivery and payment, on the further
terms and conditions hereinafter set forth.
1.03. Award. The sale of the Bonds is hereby awarded to the Purchaser,
-and the Mayor and Administrator are hereby authorized and directed on behalf of
the Issuer to execute a contract for the sale of the Bonds with the Purchaser.
1.04. Supplemental Resolution for Term Bonds. Should the offer of
the Purchaser provide that any Bonds be issued in the form of term bonds, this
Council shall, by supplemental resolution, set forth such further terms and
provisions as shall be necessary to provide for the issuance of such term bonds.
Should the offer of the Purchaser provide that the Bonds be issued only in the form
of serial bonds, no further resolution of the Council shall be required.
-- Section 2. Bond Terms; Registration; Execution and Delivery.
~ 2.01. Issuance of Bonds. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done,. to exist,
to happen and to be performed precedent to and in the valid issuance of the Bonds .
having been done, now existing, having happened and having been performed, it is
now necessary for the City Council to establish the form and terms of the Bonds, to
provide security therefor and to issue the Bonds forthwith.
2.02. Maturities; Interest Rates; Denominations and Payment, The
Bonds shall be originally dated as of June 11 1996, shall be in the denomination of
$5,000 eachl or any integral multiple thereof, of single maturities, shall mature on
December 1 in the years and amounts stated below, and shall bear interest from date
of issue until paid or duly called for redemption at the annual rates set forth
opposite such years and amounts, as follows:
Year Amount Rate Year Amoun t Rate
1997 $20,000 2007 $40,000
1998 20,000 2008 40,000
1999 20,000 2009 45,000
2000 25,000 2010 45,000
2001 25,000 2011 50,000
2002 25,000 2012 55,000
2003 25,000 2013 55,000
2004 30,000 2014 60,000 .
2005 30,000 2015 65,000
2006 35,000 2016 70,000
The Bonds shall be issuable only in fully registered form. The interest thereon and,
upon surrender of each Bond at the principal office of the Registrar described herein,
the principal amount thereof, shall be payable by check or draft issued by the
Registrar described herein.
2.03. Dates and Interest Payment Dates. Upon initial delivery of the
Bonds pursuant to Section 2.07 and upon any subsequent transfer or exchange
pursuant to Section 2.06, the date of authentication shall be noted on each Bond so
delivered, exchanged or transferred. Interest on the Bonds shall be payable on each
June 1 and December 1, commencing December 1, 1996, to the owners of record
thereof as of the close of business on the fifteenth day of the immediately preceding
month, whether or not such day is a business day.
2,04. Redemption. Bonds maturing in 2003 and later years shall be
subject to redemption and prepayment at the option of the Issuer, in whole or in
part, in inverse order of maturity dates and by lot as selected by the Registrar in
multiples of $5,000 as to Bonds maturing on the same date, on December 1, 2002, and
on any interest payment date thereafter, at a price equal to 100% of the principal .
amount thereof and accrued interest to the date of redemption. Prior to the date set
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. .
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. for redemption of any Bond prior to its stated maturity date, the Administrator shall
cause notice of the call for redemption thereof to be published as required by law,
and, at least 30 days prior to the designated redemption date, shall cause notice of the
call thereof for redemption to be mailed by first class mail to the registered holders
of any Bonds to be redeemed at their addresses as they appear on the bond register
described in Section 2.05 hereof but no defect in or failure to give such mailed notice
of redemption shall affect the validity of proceedings for the redemption of any
Bond not affected by such defect or failure.
2.05. Appointment of Initial Registrar. The Issuer hereby appoints
First Trust National Association, in St. Paul, Minnesota, as the initial bond registrar,
transfer agent and paying agent (the Registrar). The Mayor and Administrator are
authorized to execute and deliver,on behalf of the Issuer, 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, such corporation shall be authorized to act as successor Registrar.
The Issuer agrees to pay the reasonable and customary charges of the Registrar for
the services performed. The Issuer reserves the right to remove the Registrar upon
thirty days' notice and upon the appointment of a successor Registrar, in which
event the predecessor Registrar shall deliver all cash and Bonds in its possession to
. the successor Registrar and shall deliver the bond register to the successor Registrar.
2.06. Registration. The effect of registrat~on and the rights and duties
of the Issuer and the Registrar with respect thereto shall be as follows:
(a) Register. The Registrar shall keep at its principal corporate
trust office a bond register in which the Registrar shall provide for the
registrationofownership of Bonds and the registration of transfers and
ex.~hanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond
duly endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed by
the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar shall authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by
- the registered owner for exchange the Registrar shall authenticate and deliver
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one or more new Bonds of a like aggregate principal amount and maturity, as .
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly canceled by the Registrar and thereafter disposed
of as directed by the Issuer.
(e) Improper or Unauthorized Transfer. When any Bond is
presented to the Registrar for transfer, the Registrar may refuse to transfer the
same until it is satisfied that the endorsement on such Bond or separate
instrument of transfer is valid and genuine and that the requested transfer is
legally authorized. The Registrar shall incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed Owners, The Issuer and the Registrar may
treat the person in whose name any Bond is at any time registered in the
bond register as the absolute owner of the Bond, whether the Bond shall be
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 all
payments made to any registered owner or upon the owner's order shall be .
valid and effectual to satisfy and discharge the liability upon Bond to the
extent of the sum or sums so paid.
(g) Taxes, Fees and Charges, For every transfer or exchange of
Bonds (except for an exchange upon a partial redemption of a Bond), the
Registrar may impose a charge upon the owner thereof sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to such transfer or exchange.
(h) Mutilated, Lost. Stolen or Destroyed Bonds. In case any Bond
shall become mutilated or be destroyed, stolen or lost, the Registrar shall
deliver a new Bond of like amount, number, maturity date and tenor in
exchange and substitution for and upon cancellation of any such mutilated
Bond or in lieu of and in substitution for any 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, in which both the Issuer and the Registrar shall be
named as obligees. All Bonds so surrendered to the Registrar shall be
canceled by it and evidence of such cancellation shall be given to the Issuer. If .-
the mutilated, destroyed, stolen or lost Bond has already matured or been
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-4-
. .
. called for redemption in accordance with its terms it shall not be necessary to
issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1, as amended.
2.07. . Execution, Authentication and Delivery. The Bonds shall be
prepared under the direction of the Administrator and shall be executed on behalf of
the Issuer by the signatures of the Mayor and the Administrator, provided that the
signatures may be printed, engraved or lithographed facsimiles of the originals. In
case any officer whose signature or a facsimile of whose signature shall appear on
the Bonds shall cease to be such officer before the delivery of any Bond, such
signature or facsimile shall nevertheless be valid and sufficient for all purposes¡ the
same as if he had remained in office until delivery. Notwithstanding such
execution, no Bond shall be valid or obligatory for any purpose or entitled to any
security or benefit under this Resolution unless and until a certificate of
authentication on 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 each Bond shall be conclusive evidence that it has
been authenticated and delivered under this Resolution. When the Bonds have
been prepared, executed and authenticated, the Administrator shall deliver them to
the Purchaser upon payment of the purchase price in accordance with the contract of
sale heretofore executed, and the Purchaser shall not be obligated to see to the
application of the purchase price.
2.08. Securities Depository. (a), For purposes of this section the
following terms shall have the following meanings:
"Beneficial Owner" shall mean, whenever used with respect to a Bond,
the person in whose name such Bond is recorded as the beneficial owner of such
Bond by a Participant on the records of such Participant, or such person's subrogee.
"Cede & Co." shall mean Cede & Co., the nominee of DTC, and any
successor nominee of DTC with respect to the Bonds.
"DTC" shall mean The Depository Trust Company of New York, New
York.
"Participant" shall mean any broker-dealer, bank or other financial
institution for which DTC holds Bonds as securities depository.
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-
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- -^ . -- .-- .
"Representation Letter" shall mean the Representation Letter pursuant .
to which the Issuer agrees to comply with DTC's Operational Arrangements.
(b) The Bonds shall be initially issued as separately authenticated fully
registered bonds, and one Bond shall be issued in the principal amount of each
stated maturity of the Bonds. Upon initial issuance, the ownership of such Bonds
shall be registered in the bond register in the name of Cede & Co., as nominee of
DTC. The Registrar and the Issuer may ~reat DTC (or its nominee) as the sole and
exclusive owner of the Bonds registered in its name for the purposes of payment of
the principal of or interest on the Bonds, selecting the Bonds or portions thereof to
be redeemed, if any, giving any notice permitted or required to be given to registered
owners of Bonds under this resolution, registering the transfer of Bonds, and for all
other purposes whatsoever; and neither the Registrar nor the Issuer shall be affected
by any notice to the contrary. Neither the Registrar nor the Issuer shall have any
responsibility or obligation to any Participant, any person claiming a beneficial
ownership interest in the Bonds under or through DTC or any Participant, or any
other person which is not shown on the bond register as being a registered owner of
any Bonds, with respect to the accuracy of any records maintained by DTC or any
Participant, with respect to the payment by DTC' or any Participant of any amount
with respect to the principal of or interest on the Bonds, with respect to any notice
which is permitted or required to be given to owners of Bonds under this .
resolution, with respect to the selection by DTC or any Participant of any person to
receive payment in the event of a partial redemption of the Bonds, or with respect
to any consent given or other action taken by DTC as registered owner of the Bonds.
So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the
Registrar shall pay all principal of and interest on such Bond, and shall give all
notices with respect to such Bond, only to Cede & Co, in accordance with DTC's
Operational Arrangements, and all such payments shall be valid and effective to
fully satisfy and discharge the Issuer's obligations with respect to the principal of and
interest on the Bonds to the extent of the sum or sums so paid. No person other
than DTC shall receive an authenticated Bond for each separate stated maturity
evidencing the obligation of the Issuer to make payments of principal and interest.
Upon delivery by DTC to the Registrar of written notice to the effect that DTC has
determined to substitute a new nominee in place of Cede & Co., the Bonds will be
transferable to such new nominee in accordance with paragraph (e) hereof.
(c) In the event the Issuer determines that it is in the best interest of
the Beneficial Owners that they be able to obtain Bonds in the form of bond
certificates, the Issuer may notify DTC and the Registrar, whereupon DTC shall
notify the Participants of the availability through DTC of Bonds in the form of
certificates. In such event, the Bonds will be transferable in accordance with
paragraph (e) hereof. DTC may determine to discontinue providing its services with
respect to the Bonds at any time by giving notice to the Issuer and the Registrar and .-
~
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, . .
. discharging its responsibilities with respect thereto under applicable law. In such
event the Bonds will be transferable in accordance with paragraph (e) hereof.
(d) The execution and delivery of the Representation Letter to DTC by
the Mayor or Administrator is hereby authorized and directed.
(e) In the event that any transfer or exchange of Bonds is permitted
under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished
upon receipt by the Registrar of the Bonds to be transferred or exchanged and
appropriate instruments of transfer to the permitted transferee in accordance with
the provisions of this resolution. In the event Bonds in the form of certificates are
issued to owners other than Cede & Co., its successor as nominee for DTC as owner
of all the Bonds, or another securities depository as owner of all the Bonds, the
provisions of this resolution shall also apply to all matters relating thereto,
including, without limitation, the printing of such Bonds in the form of bond
certificates and the method of payment of principal of and interest on such Bonds in
the form of bond certificates.
2.09. Form of Bonds. The Bonds shall be prepared in substantially the
following form:
. UNITED STATES OF AMERICA
STATE OF MINNESOTA
STEARNS COUNTY
CITY OF ST. JOSEPH
GENERAL OBLIGATION WATER REVENUE BOND OF 1996
Interest Rate Ma turity Date Date of Original Issue CUSIP No.
June 1, 1996
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of St. Joseph, County of Steams, State of Minnesota (the Issuer)
acknowledges itself to be indebted and for value received hereby promises to pay to
the registered owner specified above, or registered assigns, the principal amount
specified above on the maturity date specified above, with interest thereon from the
date hereof at the annual rate specified above, payable on June 1 and December 1 in
each year, commencing December 1, 1996, 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, all subject to the provisions referred to
-7-
herein with respect to the redemption of the principal of this Bond before maturity. .
Interest hereon shall be computed on the basis of a 360-day year composed of twelve
3D-day months, 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 First Trust National Association, in St. Paul, Minnesota, as Bond
Registrar and Paying Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as
the same respectively become due, the full faith and credit and taxing powers of the
Issuer have been and are hereby irrevocably pledged.
This Bond is one of an issue in the aggregate principal amount of $780,000
issued pursuant to a resolution adopted by the City Council on June 11, 1996 (the
Resolution), to finance the construction of improvements to the Issuer's water
utility facilities (the System) and is issued pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota thereunto enabling, including
Minnesota Statutes, Section 444.075 and Chapter 475. The Bonds are issuable only in
fully registered form, in denominations of $5,000 or any integral multiple thereof, of
single maturities.
Bonds having stated maturity dates in the years 2003 and thereafter are each
subject to redemption and prepayment at the option of the Issuer, in whole or in .
part, and if in part in inverse order of maturity dates and by lot as selected by the
Registrar in multiples of $5,000 for Bonds maturing on the same date, on December
1/ 2002, and on any interest payment date thereafter, at a price equal to 100% of the
principal amount thereof plus interest accrued to the date of redemption. Prior to
the date specified for the redemption of any Bond prior to its stated maturity date,
the Issuer will cause notice of the call for redemption to be published as required by
law, and, at least 30 days prior to the designated redemption date, will cause notice of
the call thereof to be mailed by first class mail to the registered owner of any Bond to
be redeemed at the owner's address as it appears on the bond register maintained by
the Bond Registrar but no defect in or failure to give such mailed notice of
redemption shall affect the validity of proceedings for the redemption of any Bond
not affected by such defect or failure. Upon partial redemption of any Bond, a new
Bond or Bonds will be delivered to the owner without charge, representing the
remaining principal amount outstanding.
As provided in the Resolution and subject to certain limitations set forth
therein, this Bond is transferable upon the books of the Issuer 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 Issuer will -
cause a new Bond or Bonds to be issued in the name of the transferee or registered
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. . .
. 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 Bonds have been designated by the Issuer as "qualified tax-exempt
obligations" pursuant to Section 265(b )(3) of the Internal Revenue Code of 1986.
The Issuer 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 Issuer nor the Registrar shall be affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all
acts, conditions and things required by the Constitution and laws of the State of
Minnesota to be done, to exist, to happen and to be performed preliminary to and in
the issuance of this Bond in order to make it a valid and binding general obligation
of the Issuer in accordance with its terms, have been done, do exist, have happened
and have been performed as so required; that in and by the Resolution, the Issuer
has covenanted and agreed it will impose and còllect, or cause to be imposed and
collected, charges for the service, use and availability of the System at the times and
. in the amounts required to produce net revenues which, together with any other
funds appropriated by the Issuer, will be receivable in the years and in amounts
sufficient to produce sums not less than five percent in excess of the principal of and
interest on the Bonds when due; that if necessary for payment of such principal and
interest, ad valorem taxes are required to be levied upon all taxable property in the
Issuer, without limitation as to rate or amount; that the issuance of this Bond,
together with all other indebtedness of the Issuer outstanding on the date hereof
and on the date of its actual issuance and delîvery, does not cause the indebtedness
of the Issuer to exceed any constitutional or statutory limitation of indebtedness; and
that the opinion printed hereon is a fult true and correct copy of the legal opinion
given by Bond Counsel with reference to the Bonds, dated as of the date of original
delivery of the Bonds.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Bond Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the Issuer, by its City Council, has caused
this Bond to be executed on its behalf by the manual or facsimile signatures of the
Mayor and Administrator and has caused this Bond to be dated as of the date set
forth below.
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,
CITY OF ST. JOSEPH, MINNESOTA .
Attest: (facsimile signature Administrator) (facsimile signature Mayor)
CERTIFICATE OF AUTHENTICATION
Dated
This is one of the Bonds delivered pursuant to the Resolution mentioned
within.
FIRST TRUST NATIONAL ASSOCIATION, as Bond Registrar
By
Authorized Representative
[Insert legal opinion]
The following abbreviations, when used in the inscription on the face
of this Bond, shall be construed as though they were written out in full according to
the applicable laws or regulations: .
TEN COM --as tenants in common UTMA ............ ....... as Custodian for ..... ..... ......
(Cust) (Minor)
under Uniform Transfers to Minors Act ......
TEN ENT --as tenants by the entireties (State)
JT TEN --as joint tenants with right of survivorship and not as tenants in common
Additional abbreviations may also be used.
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. I .
.
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 enlargement or any change
whatsoever.
Signature Guaranteed:
Signature(s) must be guaranteed by an "eligible guarantor institution" meeting the
. requirements of the Registrar, which requirements include membership or
participation in STAMP or such other "signature guaranty program" as may be
determined by the Registrar in addition to or in substitution for STAMP, all in
accordance with the Securities Exchange Act of 1934, as amended.
Please insert social security or other identifying number of assignee:
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.
.
Section 3. General Obligation Water Revenue Bonds of 1996
Construction Fund. There is hereby established on the official books and records of
the Issuer a General Obligation Water Revenue Bonds of 1996 Construction Fund
(the Construction Fund). The Administrator shall continue to maintain the
Construction Fund until payment of all costs and expenses incurred in connection
with the construction of the Project have been paid. To the Construction Fund
there shall be credited from the proceeds of the Bonds, exclusive of unused discount,
accrued and capitalized interest¡ an amount equal to the estimated cost of the Project
and from the Construction Fund there shall be paid all construction costs and
expenses of the Project. After payment of all construction costs¡ the Construction
Fund shall be discontinued and any remaining amounts transferred to the Bond
Fund created pursuant to Section 4 hereof,
Section 4. General Obligation Water Revenue Bonds of 1996 Bond
Fund. The Bonds shall be payable from a separate and special General Obligation
Water Revenue Bonds of 1996 Bond Fund (the Bond Fund) of the Issuer, which the
Issuer agrees to maintain until the Bonds have been paid in full. If the money in
the Bond Fund should at any time be insufficient to pay principal and interest due
on the Bonds, such amounts shall be paid from other moneys on hand in other
funds of the Issuer¡ which other funds shall be reimbursed therefor when sufficient
money becomes available in the Bond Fund. The moneys on hand in the Bond .
Fund from time to time shall be used only to pay the principal of and interest on the
Bonds. Into the Bond Fund shall be paid (a) any funds in excess of $767,520 received
from the Purchaser at Bond closing, (b) capitalized interest in the amount of
$ , (c) the amounts specified in Section 3, (d) all net revenues of the
System appropriated to the payment of the Bonds and interest thereon in accordance
with Section 6 hereo( (e) any taxes collected pursuant to Section 7 hereof, and (f) any
other funds appropriated by the Council for the payment of the Bonds.
Section 5. Sufficiency of System Revenues, It is hereby found,
determined and declared that the Issuer owns and operates the System as a
revenue-producing utility and convenience and that the net operating revenues of
the System, after deducting from the gross receipts derived from charges for the
service, use and availability of the System the normal, current and reasonable
expenses of operation and maintenance thereof, will be sufficient, together with any
other funds actually appropriated by the Issuer¡ for the payment when due of the
principal of and interest on the Bonds herein authorized, and on any other bonds to
which such revenues are pledged.
Section 6. Rate Covenant. Pursuant to Minnesota Statutes, Section
444.075, the Issuer hereby covenants and agrees with the registered owners from
time to time of the Bonds, that until the Bonds and the interest thereon are paid in --
full, or are discharged as provided in Section 8, the Issuer will impose and collect, or
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. t1j .
. cause to be imposed and collected, reasonable charges for the service, use and
availability of the System according to schedules which will produce net revenues
sufficient, with any other funds appropriated by the Issuer, to pay all principal and
interest when due on the Bonds and any other bonds to which said net revenues
have been pledged, and said net revenues, to the extent necessary, are hereby
irrevocably pledged and appropriated to the payment of the Bonds and shall be
transferred to the Bond Fund as required. Nothing herein shall preclude the Issuer
from hereafter making further pledges and appropriations of the net revenues of
the System for payment of additional obligations of the Issuer hereafter authorized
if the Council determines before the authorization of such additional obligations
that the estimated net revenues of the System will be sufficient, together with any
other sources pledged to the payment of the outstanding and additional obligations,
for payment of the outstanding bonds and such additional obligations. Such further
pledges and appropriations of said net revenues may be made superior or
subordinate to, or on a parity with, the pledge and appropriation herein made.
Section 7. Pledge of Taxing Powers. For the prompt and full payment
of the principal of and interest on the Bonds as such payments respectively become
due, the full faith, credit and unlimited taxing powers of the Issuer shall be and are
hereby irrevocably pledged. However, it is presently estimated that the net revenues
. of the System, together with other funds to be appropriated by the Issuer to the Bond
Fund, will produce amounts not less than five percent in excess of the amounts
needed to meet when due the principal and interest payments on the Bonds and
therefore no ad valorem taxes are required to be levied at this time.
Section 8. Defeasance. When all of the Bonds have been discharged as
provided in this section, all pledges, covenants and other rights granted by this
Resolution to the registered owners of the Bonds shall cease. The Issuer may
discharge its obligations with respect to any 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; or, 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 from the due date to the date of such deposit. The
Issuer may also discharge its obligations with respect to any prepayable Bonds called
for redemption on any date when they are prepayable according to their terms, by
depositing with the Registrar on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. The Issuer
may also at any time discharge its obligations with respect to any Bonds, subject to
the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited,
- bearing interest payable at such time and at such rates and maturing or callable at
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. .
the holder's option on such dates as shall be required to pay all principal and .
interest to become due thereon to maturity or earlier designated redemption date.
Section 9. Tax Covenants; Arbitrage Matters and Continuing
Disclosure.
9.01. General Tax Covenant. The Issuer covenants and agrees with the
registered owners 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 actions that would cause
interest on the Bonds to become includable in gross income of the recipient under
the Code and applicable Treasury Regulations (the Regulations), and covenants to
take any and all actions within its powers to ensure that the interest on the Bonds
will not become includable in gross income of the recipient under the Code and the
Regulations. All proceeds of the Bonds deposited in the Construction Fund will be
expended solely for the payment of the costs of constructing the Project.
Throughout the term of the Bonds the System will be owned and maintained by the
Issuer and available for use by members of the general public on a substantially
equal basis. The Issuer shall not enter into any lease, management contract, use
agreement, capacity agreement or other agreement with any non-governmental
person relating to the use of the System, or any portion thereof, or security for the
payment of the Bonds which might cause the Bonds to be considered "private
activity bonds" or "private loan bonds" pursuant to Section 141 of the Code. '.
9.02. Certification. The Mayor and Administrator being the officers of
the Issuer charged with the responsibility for issuing the Bonds pursuant to this
Resolution, are authorized and directed to execute and deliver to the Purchaser a
certificate in accordance with the provisions of Section 148 of the Code, and
applicable Regulations, stating the facts, estimates and circumstances in existence on
the date of issue and delivery of the Bonds which make it reasonable to expect that
the proceeds of the Bonds will not be used in a manner that would cause the Bonds
to be "arbitrage bonds" within the meaning of the Code and Regulations.
9.03, Arbitrage Rebate Exemption. It is hereby found that the Issuer has
general taxing powers, that no Bond is a "private activity bond" within the meaning
of Section 141 of the Code, that 95% or more of the net proceeds of the Bonds are to
be used for local governmental activities of the Issuer, and that the aggregate face
amount of all tax-exempt obligations (other than private activity bonds) issued by
the Issuer and all subordinate entities thereof during the year 1996 is not reasonably
expected to exceed $5,000,000. Therefore, pursuant to the provisions of Section
148(f)(4)(D) of the Code, the Issuer shall not be required to comply with the arbitrage
rebate requirements of paragraphs (2) and (3) of Section 148(£) of the Code.
9.04. Qualified Tax-Exempt Obligations. The City Council hereby -
designates the Bonds as "qualified tax-exempt obligations" for purposes of Section
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. . ,~' .
.
265(b )(3) of the Code relating to the disallowance of interest expense for financial
institutions, and hereby finds that the reasonably anticipated amount of qualified
tax-exempt obligations (within the meaning of Section 265(b )(3) of the Code) which
will be issued by the Issuer and all subordinate entities during calendar year 1996
does not exceed $10,000,000.
9.05. Reimbursement. The Issuer certifies that the proceeds of the
Bonds will not be used by the Issuer to reimburse itself for any expenditure with
respect to the Project which the Issuer paid or will have paid more than 60 days
prior to the issuance of the Bonds unless, with respect to such prior expenditures,
the Issuer shall have made a declaration of official intent which complies with the
provisions of Section 1.150-2 of the Regulations; provided that this certification shall
not apply (i) with respect to certain de minimis expenditures¡ if any, with respect to
the Project meeting the requirements of Section 1.150-2(f)(1) of the Regulations, or
(ii) with respect to "preliminary expenditures" for the Project as defined in Section
1.150-2(f)(2) of the Regulations¡ including engineering or architectural expenses and
similar preparatory expenses, which in the aggregate do not exceed 20% of the "issue.
price" of the Bonds.
9.06. Continuing Disclosure.
. (a) Limited Exemption from Rule. The Securities and Exchange
Commission (the SEC) has promulgated amendments to Rule 15c2-12 under the
Securities Exchange Act of 1934 (17 c.F.R. § 240.15c2-12) (as in effect and interpreted
from time to time, the Rule) which govern the obligations of certain underwriters
to require that issuers of municipal bonds enter into contracts for the benefit of the
bondholders to provide continuing disclosure with respect to the bonds. This
Council hereby finds, determines and declares that the Bonds are exempt from the
application of paragraph (b )(5) of the Rule by reason of the exemption granted in
paragraph (d)(2) thereof. Specifically, this Council hereby finds that the only
obligated person (within the meaning of the Rule) with respect to the Bonds is the
Issuer and that, giving effect to the issuance of the Bonds and any other securities
required to be integrated with the Bonds, there will be no more than $10 million) in
principal amount of municipal securities outstanding on the date of issuance of the
Bonds as to which the Issuer is an obligated person (excluding municipal securities
exempt from the Rule under paragraph (d) (1) thereof because, among other things,
they were issued in minimum denominations of $100,000). In making such finding,
the Issuer hereby represents that it has not issued within the six months before the
date of issuance of the Bonds and that it reasonably expects that it will not issue
within six months after the date of issuance of the Bonds, other securities of the
Issuer of substantially the same security and providing financing for the same
- general purpose or purposes as the Bonds. The exemption from the Rule for the
Bonds is conditioned upon the Issuer agreeing to provide certain continuing
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.
disclosure as hereinafter provided. The Issuer has complied in all material respects .
with any undertaking previously entered into by it under the Rule.
(b) Purpose and Beneficiaries. To provide for the public availability of
certain information relating to the Bonds and the security therefor and to permit
participating underwriters in the primary offering of the Bonds to comply with
paragraph (b )(5) of the Rule, which will enhance the marketability of the Bonds, the
Issuer hereby makes the covenants and agreements contained in this section for the
benefit of the Owners (as hereinafter defined) from time to time of the Outstanding
Bonds. If the Issuer fails to comply with any provisions of this section any person
aggrieved thereby, including the Owners of any Outstanding Bonds, may take
whatever action at law or in equity may appear necessary or appropriate to enforce
performance and observance of any agreement or covenant contained in this
section, including an action for specific performance or a writ of mandamus. Direct,
indirect, consequential and punitive damages shall not be recoverable for any
default hereunder to the extent permitted by law. Notwithstanding anything to the
contrary contained herein, in no event shall a default under this section constitute a
default under the Bonds or under any other provision of this resolution. As used in
this section, Owner or Bondowner means, in respect of a Bond, the registered owner
or owners thereof appearing in the bond register maintained by the Registrar or any
Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides .
to the Registrar evidence of such beneficial ownership in form and substance
reasonably satisfactory to the Registrar. As used herein, Beneficial Owner means, in
respect of a Bond, any person or entity which (i) has the power, directly or indirectly,
to vote or consent with respect to, or to dispose of ownership of, such Bond
(including persons or entities holding Bonds through nominees, depositories or
other intermediaries), or (ii) is treated as the owner of the Bond for federal income
tax purposes.
(c) Information To Be Disclosed. The Issuer will provide, either
directly or indirectly through an agent designated by the Issuer, the following
information at the following times in an appropriate manner:
(1) At least annually to the state information depository then
designated or operated by the State of Minnesota (the State Depository), if any,
or, if no State Depository then exists, to any person or entity upon request, the
audited financial statements of the Issuer for the most recent fiscal year
(which shall be available within 270 days of the end of each fiscal year),
accompanied by the audit report and opinion of the accountant or
government auditor relating thereto, as permitted or required by the laws of
the State of Minnesota, containing balance sheets as of the end of such fiscal
year and a statement of operations, changes in fund balances and cash flows
for the fiscal year ended, showing in comparative form such figures for the -
preceding year of the Issuer, prepared in accordance with generally accepted
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.
. . " .
. accounting principles promulgated by the Financial Accounting Standards
Board or as otherwise provided under Minnesota law, as in effect from time
to time, or, if and to the extent such financial statements have not been
prepared in accordance with such generally accepted accounting principles for
reasons beyond the reasonable control of the Issuer, noting the discrepancies
therefrom and the effect thereof, and certified as to accuracy and completeness
in all material respects by the fiscal officer of the Issuer (the Disclosure
Information).
The Administrator of the Issuer is hereby designated as the proper recipient of
requests for Disclosure Information.
Any or all of the Disclosure Information may be incorporated by reference, if
it is updated as required hereby, from other documents, including official
statements, which have been submitted to each then nationally recognized
municipal securities information repository under the Rule or the SEe. If the'
document incorporated by reference is a final official statement, it must be
available from the Municipal Securities Rulemaking Board. The Issuer shall
clearly identify in the Disclosure InformaHon each document so incorporated
by reference.
. If the Disclosure Information is changed because it is no longer compiled or
publicly available or this paragraph (c)(l) is amended as permitted by
subsection (d), then the Issuer shall include in the next Disclosure
Information to be delivered hereunder, to the extent necessary, an
explanation of the reasons for the amendment and the effect of any change in
the type of information provided.
(2) In a timely manner, to the Municipal Securities Rulemaking Board
and to the State Depository, if any, notice of the occurrence of any of the
following events which is a Material Fact (as hereinafter defined):
(A) Principal and interest payment delinquencies;
(B) Non-payment related defaults;
(C) Unscheduled draws on debt service reserves reflecting financial
difficulties;
(D) Unscheduled draws on credit enhancements reflecting financial
difficulties;
(E) Substitution of credit or liquidity providers, or their failure to
perform;
(F) Adverse tax opinions or events affecting the tax-exempt status of
the security;
- (G) Modifications to rights of security holders;
(H) Bond calls;
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(I) Defeasances; .
(J) Release, substitution, or sale of property securing repayment of the
securities; ,and
(K) Rating changes.
As used herein, a "Material Fact" is a fact as to which a substantial likelihood
exists that a reasonably prudent investor would attach importance thereto in
deciding to buy, hold or sell a Bond or, ifnot disclosed, would significantly
alter the total information otherwise available to an investor from the
Official Statement, information disclosed hereunder or information generally
available to the public. Notwithstanding the foregoing sentence, a Material
Fact is also an event that would be deemed "material" for purposes of the
purchase, holding or sale of a Bond within the meaning of applicable federal
securities laws, as interpreted at the time of discovery of the occurrence of the
event.
(3) In a timely manner, to the Municipal Securities Rulemaking Board
and to the State Depository, if any, notice of the occurrence of any of the
following events or conditions:
(A) the amendment or supplementing of this section pursuant .
to subsection (d), together with a copy of such amendment or
supplement and any explanation provided by the Issuer under
subsection (d)(2);
(B) the termination of the obligations of the Issuer under this
section pursuant to subsection (d);
(C) any change in the accounting principles pursuant to which
the financial statements constituting a portion of the Disclosure
Information are prepared; and
(D) any change in the fiscal year of the Issuer.
(d) Term; Amendments; Interpretation. The covenants of the Issuer
in this section shall remain in effect so long as any Bonds are Outstanding.
Notwithstanding the preceding sentence, however, the obligations of the Issuer
under this section shall terminate and be without further effect as of any date on
which the Issuer delivers to the Registrar an opinion of Bond Counsel to the effect
that, because of legislative action or final judicial or administrative actions or
proceedings, the failure of the Issuer to comply with the requirements of this section
will not cause participating underwriters in the primary offering of the Bonds to be
in violation of the Rule or other applicable requirements of the Securities Exchange -
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. Act of 1934, as amended, or any statutes or laws successory thereto or amendatory
thereof.
This section may be amended or supplemented by the Issuer from time to
time, without notice to or the consent of the Owners of any Bonds, by a resolution of
this Council filed in the office of the recording officer of the Issuer accompanied by
an opinion of Bond Counsel, who may rely on certificates of the Issuer and others
and the opinion may be subject to customary qualifications, to the effect that: (i) such
amendment or supplement (a) is made in connection with a change in
circumstances that arises from a change in law or regulation or a change in the
identity, nature or status of the Issuer or the type of operations conducted by the
Issuer, or (b) is required by, or better complies with, the provisions of paragraph
(d)(2) of the Rule; (ii) this section as so amended or supplemented would have
complied with the requirements of paragraph (d)(2) of the Rule at the time of the
primary offering of the Bonds, giving effect to any change in circumstances
applicable under clause (i) (a) and assuming that the Rule as in effect and interpreted
at the time of the amendment or supplement was in effect at the time of the
primary offering; and (iii) such amendment or supplement does not materially
impair the interests of the Bondowners under the Rule. This section is entered into
to comply with, and should be construed so as to satisfy the requirements of,
. paragraph (d)(2) of the Rule.
Section 10. Certification of Proceedings.
10.01. Registration of Bonds. The Administrator is hereby authorized
and directed to file a certified copy of this resolution with the County Auditor of
Stearns County and obtain a certificate that the Bonds have been duly entered upon
the County Auditor's bond register.
10.02. Authentication of Transcript. The officers of the Issuer and the
County Auditor are hereby authorized and directed to prepare and furnish to the
Purchaser and to Dorsey & Whitney LLP, Bond Counset certified copies of all
proceedings and records relating to the Bonds and such other affidavits, certificates
and information as may be required to show the facts relating to the legality and
marketability of the Bonds, as the same appear from the books and records in their
custody and control or as otherwise known to them, and all such certified copies,
affidavits and certificates, including any heretofore furnished, shall be deemed
representations of the Issuer as to the correctness of all statements contained
therein.
10.03. Preliminary Official Statement. The Preliminary Official
Statement relating to the Bonds, dated May 24, 1996, prepared and distributed by
- Juran & Moody, Inc., the financial consultant for the Issuer, is hereby approved.
Juran & Moody, Inc., is hereby authorized on behalf of the Issuer to prepare and
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distribute to the Purchaser within seven business days from the date hereof, a .
supplement to the Official Statement listing the offering price, the interest rates¡
selling compensation, delivery date, the underwriters and such other information
relating to the Bonds required to be included in the Official Statement by Rule
l5c2-12 adopted by the SEC under the Securities Exchange Act of 1934. The officers of
the Issuer are hereby authorized and directed to execute such certificates as may be
appropriate concerning the accuracy, completeness and sufficiency of the Official
Statement.
Upon vote being taken thereon¡ the following voted in favor thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
.
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