City Council Resolution 2019-61CITY OF MONTICELLO
WRIGHT COUNTY, MINNESOTA
RESOLUTION NO. 2019-61
A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION BONDS,
SERIES 2019A, IN THE ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $8,000,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND
DELIVERY; AND PROVIDING FOR THEIR PAYMENT.
follows:
BE IT RESOLVED By the City Council of the City of Monticello, Minnesota (the "City"), as
Section 1. Sale of Bonds.
1.01. Abatement Bonds.
(a) The City has determined to undertake infrastructure improvements primarily
consisting of the construction of the Fallon Overpass in the City (the "Abatement Project").
(b) Under Minnesota Statutes, Chapter 475, as amended (the "Act"), and Sections
469.1812 through 469.1815, as amended (the "Abatement Act"), the City is authorized to grant a
property tax abatement on specified parcels in order to accomplish certain public purposes,
including the provision or construction of public infrastructure.
(c) Pursuant to a resolution adopted by the City Council of the City on June 26,
2017 (the "Abatement Resolution") following a duly noticed public hearing, the City Council
approved a property tax abatement (the "Abatements") for certain property in the City (the
"Abatement Parcels") over a period of fifteen (15) years, in an amount sufficient to pay the
principal amount of one or more series of bonds issued to finance the Abatement Project in an
approximate principal amount of $9,000,000.
(d) In the Abatement Resolution, the City found and determined that the Abatement
Project benefits the Abatement Parcels, and that the maximum principal amount of bonds to be
secured by Abatements does not exceed the estimated sum of Abatements from the Abatement
Parcels for the term authorized under the Abatement Resolution.
(e) It is necessary and expedient to the sound financial management of the affairs of
the City to issue general obligation bonds in the aggregate principal amount of $1,040,000 (the
"Abatement Bonds"), pursuant to the Abatement Act, to provide financing for a portion of the
Abatement Project.
1.02. Improvement Bonds.
(a) Certain assessable public improvements primarily consisting of the construction
improvements for 7th Street, Chelsea Road and Washington Street as related to the Fallon
Overpass in the City (the "Assessable Improvements") have been made, duly ordered or contracts
let for the construction thereof pursuant to the provisions of Minnesota Statutes, Chapters 429
and 475, as amended (collectively, the "Improvement Act").
609376v1 MN190-158
(b) It is necessary and expedient to the sound financial management of the affairs of
the City to issue general obligation bonds in the aggregate principal amount of $320,000 (the
"Improvement Bonds"), pursuant to the Improvement Act, to provide financing for the
Assessable Improvements.
1.03 Equipment Certificates.
(a) the City is further authorized by the Act, and Minnesota Statutes, Section
412.301 (the "Equipment Act"), to issue its general obligation equipment certificates of
indebtedness on such terms and in such manner as the City determines to finance the purchase of
items of capital equipment (the "Equipment"), subject to certain limitations contained in the Act
and the Equipment Act.
(b) the expected useful life of the Equipment is or will be at least as long as the term
of the Equipment Bonds (hereinafter defined); and
(c) the principal amount of Equipment Bonds to be issued in the year 2019 will not
exceed 0.25 percent of the market value of taxable property in the City, based on finalized
taxable market values for 2018.
1.04 Capital Improvement Bonds.
(a) Pursuant to the Act, and specifically Section 475.521 (the "CIP Act"), the City is
authorized to finance all or a portion of certain capital improvement projects in the City payable
from ad valorem taxes (the "CIP Project").
(b) On August 13, 2018, following a duly noticed public hearing, the City Council of
the City adopted a capital improvement plan (the "Plan") for the years 2018 through 2023 and
approved the issuance of obligations in the maximum principal amount of $5,600,000 by a vote
of all of the melnbers thereof, all pursuant to the CIP Act.
(c) The 30 -day reverse referendum period required under the CIP Act expired on
September 12, 2018, and no petition was received during that period.
1.05. Issuance of General Oblip-ation Bonds.
(a) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue the City's General Obligation Bonds,
Series 2019A (the "Bonds"), in the original aggregate principal amount of $8,000,000, pursuant
to the Act, the Abatement Act, the Improvement Act, the Equipment Act and the CIP Act, to
provide financing for the Abatement Project, the Assessable Improvements, the Equipment and
the CIP Project.
(b) The City desires to proceed with the sale of the Bonds by direct negotiation with
Northland Securities, Inc. (the "Purchaser"). The Purchaser will purchase the Bonds in an arm's
length commercial transaction with the City. The City hereby retains Blue Rose Capital
Advisors, Inc. in Minneapolis, Minnesota ("Blue Rose") to act as an independent financial
advisor for the purpose of reviewing the pricing fairness associated with the purchase and
subsequent reoffering of the Bonds. The Mayor and/or the City Administrator of the City is
hereby authorized to execute an agreement with Blue Rose for an amount not to exceed $2,000.
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It being thus determined that the City has retained an independent financial advisor in connection
with such sale, the City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate
the sale of the Bonds.
1.04. Award to the Purchaser and Interest Rates. The proposal of the Purchaser to purchase the
Bonds is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $8,019,661.50 (par amount of $8,000,000, plus an original issue premium
of $131,661.50, less underwriter's discount of $112,000.00), plus accrued interest to date of delivery, for
Bonds bearing interest as follows:
Year
Interest Rate
Year
Interest Rate
2020
2.00%
2028
2.00%
2021
2.00
2029
2.00
2022
2.00
2030
2.00
2023
2.00
2031
2.10
2024
2.00
2032
2.20
2025
2.00
2033
2.25
2026
2.00
2034
2.30
2027
2.00
True interest cost: 2.0439324%
1.05. Purchase Contract. The Mayor and City Administrator are directed to execute a contract
with the Purchaser on behalf of the City.
1.06. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the
Bonds, pursuant to the Act, in the total principal amount of $8,000,000, originally dated as of September 18,
2019, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1, upward,
bearing interest as above set forth, and maturing serially on December 15 in the years and amounts as
follows:
Year
Amount
Year
Amount
2020
$505,000
2028
$645,000
2021
560,000
2029
455,000
2022
575,000
2030
465,000
2023
580,000
2031
475,000
2024
590,000
2032
485,000
2025
605,000
2033
405,000
2026
615,000
2034
410,000
2027
630,000
(a) $1,040,000 of the Bonds (the "Abatement Bonds"), maturing on December 15 in
the years and the amounts set forth below, will be used to finance the construction of the Abatement
Project:
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609376v 1 MN 190-158
Year
Amount
Year
Amount
2020
$65,000
2027
$80,000
2021
75,000
2028
85,000
2022
75,000
2029
85,000
2023
75,000
2030
85,000
2024
75,000
2031
90,000
2025
80,000
2032
90,000
2026
80,000
(b)
$320,000 of the Bonds (the "Improvement
Bonds"),
maturing on December 15 in
the years and the amounts set forth below, will
be used to finance the construction of the Assessable
Improvements:
Year
Amount
Year
Amount
2020
$30,000
2025
$35,000
2021
35,000
2026
35,000
2022
35,000
2027
40,000
2023
35,000
2028
40,000
2024
35,000
(c)
$1,290,000 of the Bonds (the
Equipment Certificates"), maturing on December 15
in the years and the amounts set forth below, will be used to finance the construction of the
Equipment:
Year
Amount
Year
Amount
2020
$125,000
2025
$145,000
2021
135,000
2026
150,000
2022
140,000
2027
155,000
2023
140,000
2028
155,000
2024
145,000
(d)
The remainder of the Bonds
in the principal amount
of $5,350,000 (the "CIP
Bonds"), maturing
on December 15 in the years and the amounts set forth below, will be used to
finance the construction of the CIP Project:
Year
Amount
Year
Amount
2020
$285,000
2028
$365,000
2021
315,000
2029
370,000
2022
325,000
2030
380,000
2023
330,000
2031
385,000
2024
335,000
2032
395,000
2025
345,000
2033
405,000
2026
350,000
2034
410,000
2027
355,000
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609376v 1 MN 190-158
1.05. Optional Redemption. The City may elect on December 15, 2027, and on any day
thereafter to prepay Bonds due on or after December 15, 2028. Redemption may be in whole or in part and
if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the
particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot the
beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus
accrued interest.
Section 2. Registration and Pavment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued
by the Registrar described herein.
2.02. Dates, Interest Payment Dates. Each Bond will be dated as of the last interest payment date
preceding the date of authentication to which interest on the Bond has been paid or made available for
payment, unless (i) the date of authentication is an interest payment date to which interest has been paid or
made available for payment, in which case the Bond will be dated as of the date of authentication, or (ii) the
date of authentication is prior to the first interest payment date, in which case the Bond will be dated as of
the date of original issue. The interest on the Bonds is payable on June 15 and December 15 of each year,
commencing June 15, 2020, to the registered owners of record thereof as of the close of business on the first
day of the month of such interest payment date, whether or not such day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating agent
and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the
Registrar with respect thereto are as follows:
(a) Re ig•ste. The Registrar must keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to
the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
registration of any transfer after the fifteenth day of the month preceding each interest payment date
and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner for
exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
609376v ] MN 190-158
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good
faith, to make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is registered in the bond register as the absolute owner of the Bond, whether
the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the principal
of and interest on the Bond and for all other purposes, and payments so made to a registered owner
or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the
Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroved Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the
reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a
Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the
Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the
Registrar an appropriate bond or indemnity in form, substance and amount satisfactory to it and as
provided by law, in which both the City and the Registrar must be named as obligees. Bonds so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation
must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or
been called for redemption in accordance with its terms it is not necessary to issue a new Bond prior
to payment.
(i) Redemption. In the event any of the Bonds are called for redemption, notice
thereof identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner,
or any defect therein, will not affect the validity of the proceedings for the redemption of Bonds.
Bonds so called for redemption will cease to bear interest after the specified redemption date,
provided that the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, Saint
Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to execute
and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation of the
Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law
to conduct such business, the resulting corporation is authorized to act as successor Registrar. The City
agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City
reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor
Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the
successor Registrar and must deliver the bond register to the successor Registrar. On or before each
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609376v ] MN 190-158
principal or interest due date, without further order of this City Council, the Finance Director must transmit
to the Registrar moneys sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction of
the City Administrator and executed on behalf of the City by the signatures of the Mayor and the City
Administrator, provided that those signatures may be printed, engraved or lithographed facsimiles of the
originals. If an officer whose signature or a facsimile of whose signature appears on the Bonds ceases to be
such officer before the delivery of a Bond, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding
such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit
under this resolution unless and until a certificate of authentication on the Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of authentication on
a Bond is conclusive evidence that it has been authenticated and delivered under this resolution. When the
Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the same to
the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made
and executed, and the Purchaser is not obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive Bonds one or
more typewritten temporary Bonds in substantially the form set forth in EXHIBIT A attached hereto with
such changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the
execution and delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Foran of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in EXHIBIT A.
3.02. Approving Legal Opinion. The City Administrator is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany
each Bond.
Section 4. Pavment: Security. Pledges and Covenants.
4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Bonds,
Series 2019A Debt Service Fund (the "Debt Service Fund") hereby created. The Debt Service Fund shall be
administered and maintained by the Finance Director as a bookkeeping account separate and apart from all
other funds maintained in the official financial records of the City. The City will maintain the following
accounts in the Debt Service Fund: the "Abatement Account", the "Assessable Improvements Account", the
"Equipment Account" and the "CIP Account." Amounts in the Abatement Account are irrevocably pledged
to the Abatement Bonds, amounts in the Assessable Improvements Account are irrevocably pledged to the
Improvement Bonds, amounts in the Equipment Account are irrevocably pledged to the Equipment
Certificates and amounts in the CIP Account are irrevocably pledged to the CIP Bonds.
(a) Abatement Account. Abatements from the Abatement Parcels and ad valorem
taxes levied for the Abatement Project are hereby pledged to the Abatement Account of the Debt
Service Fund.
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6093 76v 1 MN 190-158
(b) Assessable Improvements Account. Ad valorem taxes hereinafter levied and
special assessments (the "Assessments") collected for the Assessable Improvements are hereby
pledged to the Assessable Improvements Account of the Debt Service Fund.
(c) Equipment Account. Ad valorem taxes hereinafter levied and collected for the
Equipment are hereby pledged to the Equipment Account of the Debt Service Fund.
(d) CIPAccount. Ad valorem taxes hereinafter levied and collected for the CIP Project
are hereby pledged to the CIP Account of the Debt Service Fund.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds, Series 2019A
Construction Fund (the "Construction Fund"). The City will maintain the following accounts in the
Construction Fund: the "the "Abatement Account", the "Assessable Improvements Account", the
"Equipment Account" and the "CIP Account." Amounts in the Abatement Account are irrevocably pledged
to the Abatement Bonds, amounts in the Assessable Improvements Account are irrevocably pledged to the
Improvement Bonds, amounts in the Equipment Account are irrevocably pledged to the Equipment
Certificates and amounts in the CIP Account are irrevocably pledged to the CIP Bonds.
(a) Abatement Account. Proceeds of the Abatement Bonds, less the appropriations
made in Section 4.01(a) hereof, together with any other funds appropriated for the Abatement
Project, Abatements from the Abatement Parcels and ad valorem taxes collected during the
construction of the Abatement Project, will be deposited in the Abatement Account of the
Construction Fund to be used solely to defray expenses of the Abatement Project. When the
Abatement Project is completed and the cost thereof paid, the Abatement Account of the
Construction Fund is to be closed and any funds remaining may be deposited in the Abatement
Account of the Debt Service Fund.
(b) Assessable Improvements Account. Proceeds of the Improvement Bonds, less the
appropriations made in Section 4.01(b) hereof, together with any other funds appropriated for the
Assessable Improvements, ad valorem taxes, and Assessments collected during the construction of
the Assessable Improvements, will be deposited in the Assessable Improvements Account of the
Construction Fund to be used solely to defray expenses of the Assessable Improvements and the
payment of principal of and interest on the Improvement Bonds prior to the completion and
payment of all costs of the Assessable Improvements. Any balance remaining in the Assessable
Improvements Account after completion of the Assessable Improvements may be used to pay the
cost in whole or in part of any other improvement instituted under the Improvement Act, under the
direction of the City Council. When the Assessable Improvements are completed and the cost
thereof paid, the Assessable Improvements Account of the Construction Fund is to be closed and
any subsequent collections of Assessments and ad valorem taxes for the Assessable Improvements
are to be deposited in the Assessable Improvements Account of the Debt Service Fund.
(c) Equipment Account. Proceeds of the Equipment Certificates, less the
appropriations made in Section 4.01(c) hereof together with any other funds appropriated for the
purchase of Equipment, will be deposited in the Equipment Account of the Construction Fund to be
used solely to defray expenses of the acquisition of the Equipment. When the Equipment is
purchased and the cost thereof paid, the Equipment Account is to be closed and any monies
remaining therein shall be transferred to the Equipment Account of the Debt Service Fund.
(d) CIP Account. Proceeds of the CIP Bonds, less the appropriations made in Section
4.01(d) hereof, together with any other funds appropriated for the CIP Project and ad valorem taxes
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609376v 1 MN 190-158
collected during the construction of the CIP Project, will be deposited in the CIP Account of the
Construction Fund to be used solely to defray expenses of the CIP Project. When the CIP Project is
completed and the cost thereof paid, the CIP Account of the Construction Fund is to be closed and
any funds remaining may be deposited in the CIP Account of the Debt Service Fund.
4.03. Citv Covenants with Respect to the Improvement Bonds. It is hereby determined that the
Assessable Improvements will directly and indirectly benefit abutting property, and the City hereby
covenants with the holders from time to time of the Bonds as follows:
(a) The City will cause the Assessments for the Assessable Improvements to be
promptly levied so that the first installment for the Assessable Improvements will be collectible
not later than 2020 and will take all steps necessary to assure prompt collection, and the levy of
the Assessments is hereby authorized. The City Council will cause to be taken with due
diligence all further actions that are required for the construction of each Assessable
Improvement financed wholly or partly from the proceeds of the Improvement Bonds, and will
take all further actions necessary for the final and valid levy of the Assessments and the
appropriation of any other funds needed to pay the Improvement Bonds and interest thereon
when due.
(b) In the event of any current or anticipated deficiency in Assessments and ad
valorem taxes, the City Council will levy additional ad valorem taxes in the amount of the
current or anticipated deficiency.
(c) The City will keep complete and accurate books and records showing receipts
and disbursements in connection with the Assessable Improvements, Assessments and ad
valorem taxes levied therefor and other funds appropriated for their payment, collections thereof
and disbursements therefrom, monies on hand and, the balance of unpaid Assessments.
(d) The City will cause its books and records to be audited at least annually and will
furnish copies of such audit reports to any interested person upon request.
(e) At least twenty percent (20%) of the cost to the City of the Assessable
Improvements described herein will be specially assessed against benefited properties.
4.04. General Obligation Pledge. For the prompt and full payment of the principal and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will
be and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency will be
promptly paid out of monies in the general fund of the City which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Debt Service Fund when a sufficient
balance is available therein.
4.05. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax (the "Taxes") upon all of the taxable
property in the City, which will be spread upon the tax rolls and collected with and as part of other
general taxes of the City. The Taxes will be credited on a pro rata basis to the Abatement Account, the
Assessable Improvements Account, the Equipment Account and the CIP Account of the Debt Service
Fund above provided and will be in the years and amounts as attached hereto as EXHIBIT B.
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609376v ] MN 190-158
4.06. Certification to Countv Auditor/Treasurer as to Debt Service Fund Amount.. It is hereby
determined that the estimated collections of Abatements from the Abatement Parcels, Taxes and
Assessments will produce at least five percent (5%) in excess of the amount needed to meet when due the
principal and interest payments on the Bonds. The tax levy herein provided is irrepealable until all of the
Bonds are paid, provided that at the time the City makes its annual tax levies the Finance Director may
certify to the County Auditor/Treasurer of Wright County, Minnesota (the "County Auditor/Treasurer")
the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year,
and the County Auditor/Treasurer will thereupon reduce the levy collectible during such year by the
amount so certified.
4.07. Rep-istration of Resolution. The City Administrator is authorized and directed to file a
certified copy of this resolution with the County Auditor/Treasurer and to obtain the certificate required by
Section 475.63 of the Act.
Section 5. Authentication of Transcript.
5.01. Citv Proceedinus and Records. The officers of the City are authorized and directed to
prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their control, relating to the
validity and marketability of the Bonds, and such instruments, including any heretofore furnished, will be
deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, the City Administrator, and the Finance
Director are authorized and directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and
belief the Official Statement is a complete and accurate representation of the facts and representations made
therein as of the date of the Official Statement.
5.03. Other Certificates. The Mayor, the City Administrator, and the Finance Director are
hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required
as a condition of sale. Unless litigation shall have been commenced and be pending questioning the
Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor, the City
Administrator, and the Finance Director shall also execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and the Finance Director shall also execute and deliver a
certificate as to payment for and delivery of the Bonds.
Section 6. Tax Covenant.
6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of
the Bonds that it will not take or permit to be taken by any of its officers, employees, or agents any action
which would cause the interest on the Bonds to become subject to taxation under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect
at the time of such actions, and that it will take or cause its officers, employees or agents to take, all
affirmative action within its power that may be necessary to ensure that such interest will not become
subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as
hereafter amended and made applicable to the Bonds. To that end, the City will comply with all
requirements necessary under the Code to establish and maintain the exclusion from gross income of the
interest on the Bonds under Section 103 of the Code, including without limitation requirements relating
10
609376v 1 MN 190-158
to temporary periods for investments, limitations on amounts invested at a yield greater than the yield on
the Bonds, and the rebate of excess investment earnings to the United States (unless the City qualifies for
any exemption from rebate requirements based on timely expenditure of proceeds of the Bonds, in
accordance with the Code and applicable Treasury Regulations).
6.02. Not Private Activitv Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.03. Oualified Tax-Exemnt Obligations. In order to qualify the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the following factual
statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Bonds as "qualified tax-exempt obligations" for purposes of
Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2019 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2019 have been designated for purposes of Section 265(b)(3) of the Code.
6.04. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book -Entry Svstem; Limited Obligation of City.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.06 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in the
name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its
successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to
time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on
behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility
or obligation with respect to (i) the accuracy of the records of DTC, Cede & Co. or any Participant with
respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other person (other
than a registered owner of Bonds, as shown by the registration books kept by the Registrar), of any notice
with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any
other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the
person in whose name each Bond is registered in the registration books kept by the Registrar as the holder
and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect
609376v1 MN 190-158
to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the
order of the respective registered owners, as shown in the registration books kept by the Registrar, and all
such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to
payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid.
No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar,
will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the
City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in
place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of
such a notice, the City Administrator will promptly deliver a copy of the same to the Registrar and Paying
Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book -Entry Svstem. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that
they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer
and exchange Bond certificates as requested by DTC and any other registered owners in accordance with
the provisions of this resolution. DTC may determine to discontinue providing its services with respect to
the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto
under applicable law. In such event, if no successor securities depository is appointed, the City will issue
and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05. Pavments to Cede & Co. Notwithstanding any other provision of this resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
respect to principal of, premium, if any, and interest on the Bond and all notices with respect to the Bond
will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set
forth in the Representation Letter.
Section 8. Continuima Disclosure.
8.01. Execution of Continuing Disclosure Certificate,. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and
dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from
time to time in accordance with the terms thereof.
8.02. Citv Compliance with Provisions of Continuina Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to comply
with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the
Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the City to comply with its obligations
under this section.
12
609376v1 MN 190-158
Section 9. Defeasance. When all Bonds and all interest thereon have been discharged as
provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of
the Bonds will cease, except that the pledge of the full faith and credit of the City for the prompt and full
payment of the principal of and interest on the Bonds will remain in full force and effect. The City may
discharge all Bonds which are due on any date by depositing with the Registrar on or before that date a sum
sufficient for the payment thereof in full. If any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the Registrar a sum sufficient for the payment thereof in full with interest
accrued to the date of such deposit.
ADOPTED BY the City Council of the City of Monticello, Minnesota, this 26th day of August, 2019.
Brian Stumpf, Mayo
ATTEST:
Jeff , City Administrator
13
609376v1 MN 190-158
Extract of Minutes of Meeting
of the City Council of the City of
Monticello, Wright County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Monticello, Minnesota, was duly held in the City Hall in said City on August 26, 2019, commencing at 6:30
laulw
The following members were present: L>AVtJSDVI., �jCI�O�GV'� j-�-{� lOa44,
and the following were absent: PqL l y'
The resolution was presented by Member ll f�', who moved its adoption;
The motion for the adoption of the consent agenda was duly seconded by Member Dow
and upon vote being taken thereon the following members voted in favor of the motion:
DILVtdgmj &Omer, �h ( arl LS u,vvL �
and the following voted against:
whereupon the resolution was declared duly passed and adopted.
14
609376v I MN 190-158
EXHIBIT A
FORM OF BOND
No. R- UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF MONTICELLO
GENERAL OBLIGATION BOND
SERIES 2019A
Date of
Rate Maturitv Original Issue CUSIP
December 15, 20_ September _, 2019 614468
Registered Owner: Cede & Co.
The City of Monticello, Minnesota, a duly organized and existing municipal corporation in
Wright County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby
promises to pay to the Registered Owner specified above or registered assigns, the principal sum of
$ on the maturity date specified above, with interest thereon from the date hereof at the
annual rate specified above, payable June 15 and December 15 in each year, commencing June 15, 2020,
to the person in whose name this Bond is registered at the close of business on the first day (whether or
not a business day) of the month of such interest payment date. 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 U.S. Bank National Association, Saint Paul, Minnesota, as Bond
Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the
Resolution described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and are hereby
irrevocably pledged.
The City may elect on December 15, 2027, and on any day thereafter to prepay Bonds due on or
after December 15, 2028. Redemption may be in whole or in part and if in part, at the option of the City
and in such manner as the City will determine. If less than all Bonds of a maturity are called for
redemption, the City will notify The Depository Trust Company ("DTC") of the particular amount of
such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such
maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in
such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
This Bond is one of an issue in the aggregate principal amount of $8,000,000 all of like original
issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued
pursuant to a resolution adopted by the City Council on August 26, 2019 (the "Resolution"), for the
purpose of providing money to defray the expenses incurred and to be incurred to the construction of
public infrastructure improvements, certain assessable local improvements, acquisition of capital
equipment and construction of capital improvements, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapters 429 and 475, as
A-1
609376v1MN190-158
amended, and Sections 469.1812 through 469.1815, 412.301 and 475.521. The principal hereof and
interest hereon are payable in part from abatements collected from certain property in the City, in part
from ad valorem taxes, and in part from special assessments levied against property specially benefited
by local improvements, as set forth in the Resolution to which reference is made for a full statement of
rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for
payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all
taxable property in the City in the event of any deficiency in taxes and special assessments pledged,
which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series
are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of
single maturities.
The City Council has designated the issue of Bonds of which this Bond forms a part as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986,
as amended (the "Code") relating to disallowance of interest expense for financial institutions and within
the $10 million limit allowed by the Code for the calendar year of issue.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered
owner hereof in person or by the owner's attorney duly authorized in writing upon surrender hereof
together with a written instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other
authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to
be issued in the name of the transferee or registered owner, of the same aggregate principal amount,
bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee
or governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota to be done, to
exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a
valid and binding general obligation of the City in accordance with its terms, have been done, do exist,
have happened and have been performed as so required, and that the issuance of this Bond does not cause
the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
A-2
609376v 1 MN 190-158
IN WITNESS WHEREOF, the City of Monticello, Wright County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and City Administrator and has caused this Bond to be dated as of the date set forth below.
Dated: September_, 2019
CITY OF MONTICELLO, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
Lo
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
Additional abbreviations may also be used though not in the above list.
A-3
609376v] MN 190-158
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the
New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee
program" as may be determined by the Registrar in addition to, or in substitution for, STEMP, SEMP or
MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond is
held by joint account.)
Please insert social security or other identifying
number of assignee
A-4
6093 76v l MN 190-158
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books
of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
Federal ID #13-2555119
A-5
609376v 1 MN 190-158
Signature of
Officer of Registrar
EXHIBIT B
TAX LEVY SCHEDULES
Tax Lew Schedule for Abatement Bonds
YEAR*
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
* Year tax levy collected.
Tax Lew Schedule for lmt)rovement Bonds
YEAR *
2020
2021
2022
2023
2024
2025
2026
2027
2028
* Year tax levy collected.
B-1
609376v ] MN 190-158
TAX LEVY
$30,720.02
24,508.50
22,933.50
21,358.50
19,783.50
18,458.50
16,778.50
15,098.50
13,668.50
11,883.50
10,098.50
8,563.50
6,579.00
TAX LEVY
$24,805.96
28,518.06
28,294.56
28,071.06
27,847.56
27,624.04
27,400.54
32,427.04
32,098.55
Tax Lew Schedule for Eauh ment Certificates
1'/.MG1 CN
2020
2021
2022
2023
2024
2025
2026
2027
2028
* Year tax levy collected.
Tax Lew Schedule for CIP Bonds
YEAR*
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
* Year tax levy collected.
B-2
609376v 1 MN 190-158
$164,886.75
166,215.00
168,630.00
165,690.00
168,000.00
164,955.00
167,160.00
169,260.00
166,005.00
TAX LEVY
$443,206.82
440,703.38
444,588.38
443,013.38
441,333.38
444,798.38
442,803.38
440,703.38
443,748.38
441,333.38
444,063.38
441,333.38
443,344.13
444,719.63
440,401.50
STATE OF MINNESOTA )
COUNTY OF WRIGHT )
CITY OF MONTICELLO )
I, the undersigned, being the duly qualified and City Administrator of the City of Monticello,
Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract
of minutes of a regular meeting of the City Council of said City held on August 26, 2019, with the original
thereof on file in my office and the same is a full, true and correct copy thereof, insofar as the same relates
to the issuance and sale of the City's General Obligation Bonds, Series 2019A, in the original aggregate
principal amount of $8,000,000.
WITNESS my hand as such City Administrator and the corporate seal of the City this 9day
of Nmt, 2019.
City Q�strator�
City of Monticello, Minnesota
(SEAL)
609376v 1 MN 190-158
STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR/TREASURER AS TO
COUNTY OF WRIGHT TAX LEVY AND REGISTRATION
1, the undersigned County Auditor/Treasurer of Wright County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the governing body of the City of Monticello, Minnesota (the
"City"), on August 26, 2019, levying taxes for the payment of the City's General Obligation Bonds,
Series 2019A (the "Bonds"), in the original aggregate principal amount of $8,000,000, dated as of
September 18, 2019, has been filed in my office and said Bonds have been entered on the register of
obligations in my office and that such tax has been levied as required by law.
WITNESS My hand and official seal this day of 2019.
COUNTY AUDITOR/TREASURER,
WRIGHT COUNTY, MINNESOTA
:S
Its
(SEAL)
609376v 1 MN 190-158