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City Council Resolution 1985-01CITY OF MONTICELLO, MINNESOTA RBSOLDTION NO. 195 # 1 BBIL~IG A RSSOLUfION AWARDING THE SALE OF, AND PROVIDING THB FORM, TERMS, COVENANTS AND DIRECTIONS FOR $860,000 GENERAL OBLIGATION BONDS, SERIES 1985A BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF MONTICELLO, MINNESOTA AS FOLLOWS: Section 1. Award of Sale; Terms_of Bonds. .Ol. The City of Monticello (the '`Issuer") hereby awards the sale of its $860,000 General Obligation Bonds, Series 1985A (the 'Bonds") to (the "Purchaser'') as the bidder offering the lowest net interest cost by its bid to purchase the Bonds at a price of $ plus accrued interest to the date of delivery, the Bonds to bear interest at the rates per annum as follows: Year of Maturi 1986 1987 1988 1989 1990 1991 Interest Rate Year of Maturity 1992 1993 1994 1995 1996 1997 Interest Rate Interest shall be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the MS R.B. The City Administrator of the Issuer is directed to retain the good faith check of the Purchaser pending delivery of and payment for the Bonds, and to return the checks of the unsuccessful bidders. 1.02. The Bonds shall be issued as fully registered bonds in the aggregate principal amount of $860,000 and shall be dated as of February 1, 1985. The Bonds shall be in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount of a single maturity, shall be numbered from R-1 upwards and shall bear interest at the rates set forth above, payable August 1, 1985 and semiannually thereafter on each February 1 and August 1, and shall mature on February 1 in the years and amounts as follows: Yeas Amount Year A_ mount 1986 $ 30,000 1992 50,000 1987 35,000 1993 100,000 1988 35,000 1994 110,000 1989 40,000 1995 120,000 1990 45,000 1996 130,000 1991 50,000 1997 115,000 Upon ~~inal issuance the Bonds shall be dated and shall bear interest from and including-F`~ruary 1, 1985, the nominal date of original issue thereof, payable >n each interest payment date until payment of the principal or redemption price :hereof shall have been made or provided for in accordance with the provisions of this resolution, whether at maturity, upon redemption or otherwise. Bonds issued in exchange for Bonds shall be dated as of the date of authentication thereof and shall bear interest from the date to which interest due and payable has been paid in full on the Bonds surrendered, except that Bonds issued upon a transfer or exchange prior to the first interest payment date shall be dated as of February 1, 1985. If the stated maturity for the payment of any interest on or principal of any Bond shall not be a Business Day, then such payment shall be made on the next succeeding Business Day, with the same force and effect as if made on the stated maturity, and without additional interest accruing thereon for the period after such stated maturity. For purposes of this resolution, (Business Day" shall mean any day other than a day on which banks located in the city in which the principal office of the Registrar is located are authorized to be closed. 1.03. All Bonds maturing on or after February 1, 1994, shall be subject to redemption and prior payment in whole or in part in inverse order of maturity, and by lot within a maturity on February 1, 1993, and any interest payment date thereafter at a price of par plus accrued interest to the date of redemption. Thirty days' prior notice of redemption shall be given by mail to the Registrar and to the registered owners of the Bonds, and notice of redemption will be published in the manner provided by Minnesota Statutes, Chapter 475. Upon notice having been so given, the Bonds or portions of Bonds therein specified shall be due and payable at the stated redemption date and price with accrued interest to the redemption date, and upon funds for such payment being held by or on behalf of the Registrar for such payment on the specified redemption date, interest thereon shall cease to accrue after such redemption date. 1.04. The principal of the Bonds shall be payable at the principal office of the -Registrar appointed hereunder, upon presentation and surrender of the Bonds. Payment of interest on the Bonds, if interest on the Bonds is not in default, shall be made by check or draft mailed (by first-class mail, postage prepaid) by the Registrar on the Interest Payment Date to the person in whose name the Bond is registered on the Record Date at the address of such registered owner shown on the Bond Register of the Issuer to be kept by the Registrar, or at such other address as is furnished to the Registrar in writing by such owner. If interest on the Bonds is in default, the Registrar shall prior to making a payment of interest establish a Speeial•Record Date for such payment, which Special Record Date shall be not more than 15 nor less than 10 days prior to the date of the proposed payment. Such payment shall then be made by check or draft mailed to the person in whose name the Bond is registered on the Special Record Date at the address of such registered owner shown on the registration books or at such other address as is furnished in writing to the Registrar by such owner. Each payment shall be made in such coin or currency of the United States of America which at the time of payment is legal tender for payment of public and private debts. Section 2. Form and Execution of the Bonds. 2.01. The Bonds shall be in substantially the following form, with the necessary variations as to number, CUSIP Number, rate of interest and date of maturity, the blanks to be properly filled in: 2 UNITED STATES OF AMERICA STATE OF MINNESOTA WRIGHT COUNTY CITY OF MONTICELLO No. R- R_ GENERAL OBLIGATION BOND, SERIES 1985A Maturity Nominal Date of Original Issue CUSIP February 1, 1985 The City of Monticello, Minnesota (the "City"), for value received, hereby certifies that it is indebted and hereby promises to pay to or registered assigns, the principal sum o dollars ($ ) on the maturity date specified above, or, if this Bond is prepayable as stated below, on a prior date on which it shall have been duly called for redemption, upon the presentation and surrender hereof, and to pay to the registered owner hereof interest on such principal sum at the interest rate specified above from the most recent interest payment date to which interest has been paid or provided for (provided that, if the date hereof is the date of original issue, then from such date) on February 1 and August 1 of each year, commencing August 1, 1985, until said principal sum is paid. Principal and the redemption price are payable in lawful money of the United States of America at , as Registrar, Transfer Agent and Paying Agent, in ,Minnesota, or at the offices of such successor agent as the Issuer may designate upon 60 days notice to the registered owners at their registered addresses (the ''Registrar"). Interest shall be paid on each February 1 and August 1 by check or draft mailed (by first-class mail, postage prepaid) to the person in whose name this Bond is registered at the close of business on the preceding January 15 and July 15 (whether or not a business day) at his or her address set forth on the bond register maintained by the Registrar. Any such interest not punctually paid or provided for will be paid to the person in whose name this Bond is registered at the close of business on a special record date established by the Registrar for the payment of such defaulted interest. The Bonds of this series maturing on or after February 1, 1994, are subject to redemption at the option of the Issuer, in whole or in part in inverse order of maturity and by lot within a maturity, on February 1, 1993, and any interest payment date thereafter at a price equal to par plus accrued interest. Thirty days' prior notice of redemption will be given by mail to the Registrar and to the registered owners, and notice of redemption w~11 be published in the manner provided by Minnesota Statutes, Chapter 475. This Bond is one of a series of Bonds in the aggregate principal amount of Eight Hundred Sixty Thousand Dollars ($860,000) of like date and tenor except for number, interest rate, denomination, date of maturity and redemption privilege, and is issued for the purpose of providing funds to pay the costs of construction of afire station and is issued pursuant to an authorizing resolution (the "Resolution") duly adopted by the City Council of the Issuer on January 14, 1985 and pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including particularly Minnesota Statutes, Chapter 475. 3 The Bt~-nde of this series are payable from the Series 1985A he City (tha~<'d Fund. All taxable property within the City c lso subject to the levy of ad valorem taxes required by law to xtended if needed for this purpose, without limitation of rate or ~~uance of this bond does not cause the indebtedness of the Issuer constitutional or statutory limitation thereon. Bond Fund of ' Monticello is be levied and amount. The to exceed any As provided in the Resolution, and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City kept for that purpose at the principal office of the Registrar, by the registered owner hereof in person or by such owner's attorney duly authorized in writing, upon surrender of this Bond together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or such owner's duly authorized attorney. Upon such transfer and the payment of any tax, fee or governmental charge required to be paid by the City or the Registrar with respect to such transfer, there will be issued in the name of the transferee a new Bond or Bonds of the same aggregate principal amount as the surrendered Bond. The Bonds of this series are issuable only as fully registered bonds without coupons in denominations of $5,000 or any integral multiple thereof not exceeding the principal amount maturing in any one year. As provided in the Resolution and subject to certain limitations therein set forth, the Bonds of this series are exchangeable for a like aggregate principal amount of Bonds of this series of a different authorized denomination, as requested by the registered owner or his duly authorized attorney, upon surrender thereof to the Registrar. It is hereby Certified and Recited 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 in order to make this Bond a valid and binding general obligation of the City according to its terms, have been done, do exist, have happened and have been performed in due form, time and manner as so required. This Bond shall not be valid or become obligatory for any purpose until the Authentication Certificate hereon shall have been manually signed by a person authorized to sign on behalf of the Registrar. IN WITNESS WHEREOF, the City of Monticello, Minnesota has caused this Bond to be executed with the facsimile signatures of its Mayor and its City Administrator, all as of the Date of Original Issue specified above. Dated: THE CITY OF MONTICELLO, MINNESOTA By (Facsimile) Mayor (SEAL) And By (Facsimile).. _.. City Administrator Certificate of Authentication This is one of the Bonds described in the within mentioned Resolution. Bond egistrar By Authorized Signature ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto (Please Print or Typewrite Name and Address of Transferee. Include information for all joint owners if the Bonds are held by joint account.) the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints attorney to transfer the within Bond on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed by: Signature(s) must be guaranteed by a commercial bank or trust company or by a brokerage firm having membership in one of the major stock exchanges. Notice: The signature(s) on this assignment must correspond with the name(s) appearing on the face of this Bond in every particular, without alteration or any change whatever. Please Insert Social Security Number or Other Identifying Number of Assignee (Form of Certificate) CERTIFICATE AS TO LEGAL OPINION I, Thomas A. Eidem, City Administrator of the City of Monticello, Minnesota, hereby certify that except for the date line, the above is a full, true and compared copy of the legal opinion of Holmes ~ Graven, Chartered, of Minneapolis, Minnesota, which was delivered to me upon delivery of the bonds and is now on file in my office. _ (Facsimile) City Administrator 5 ~. :~s I©ng as any of the Bonds issued hereunder shall remain utstanduig~~Issuer shall cause to be kept at the principal office of -the .egistrar t Register in which, subject to such reasonable regulations as the egistrar mad prescribe, the Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds. is hereby appointed Registrar, Transfer Agent an eying gent with respect to the Bonds. The City Administrator is hereby authorized to execute, on behalf of the Issuer, an agreement with the Registrar consistent with the provisions of this resolution. Upon surrender for transfer of any Bond with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or his duly authorized attorney, and upon payment of any tax, fee or other governmental charge required to be paid with respect to such transfer, the Issuer shall execute and the Registrar shall authenticate and deliver, in the name of the designated transferee or transferees, one or more fully registered Bonds of any authorized denominations and of a like aggregate principal amount, interest rate and maturity. Any Bonds, upon surrender thereof at the office of the Registrar may, at the option of the registered owner thereof, be exchanged for an equal aggregate principal amount of Bonds of the same maturity and interest rate of any authorized denominations. In all cases in which the privilege of exchanging or transferring fully registered Bonds is exercised, the Issuer shall execute and the Registrar shall deliver Bonds in accordance with the provisions of this Resolution. For every such exchange or transfer of Bonds, whether temporary or definitive, the Issuer or the bond Registrar may make a charge sufficient to. reimburse it for any tax, fee or other governmental charge., required to be paid with respect to such exchange or transfer, which sum or sums shall be paid by the person requesting such exchange or transfer as a condition precedent to the exercise of the privilege of making such exchange or transfer. Notwithstanding any other provision of this Resolution, the cost of preparing each new Bond upon each exchange or transfer, and any other expenses of the Issuer or the Bond Registrar incurred in connection therewith (except any applicable tax, fee or other governmental charge) shall be paid by the Issuer. The Issuer shall not be obligated to make any such exchange or transfer of Bonds during the fifteen (15) days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of Bonds. The Issuer and the Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption. 2.03. Subject to the provisions of Section 1.04 of this resolution, each Bond delivered under this resolution upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond and each such Bond shall bear interest from such date that neither gain nor loss in interest shall result from such transfer, exchange or substitution. 2.04. As to any Bond, the Issuer and the Registrar and their respective successors, each in its discretion, may deem and treat the person in whose name the same for the time being shall be registered as the absolute owner thereof for all purposes and neither the Issuer nor the Registrar nor their respective successors shall be affected by any notice to the contrary. Payment of or on account of the principal of any such Bond shall be made only to or upon the order of the registered owner thereof, but such registration may be changed as above provided. All such 6 ayments slr::ba valid and effectual to satisfy and discharge the liability upon uch Bond.. ttr'i~ttent of the sum or sums so paid. t 2.0 . .i# (i) any mutilated Bond is surrendered to the Registrar, and the Issuer and the Registrar receive evidence to their satisfaction of the destruction, loss, or theft of any Bond, and (ii) there is delivered to the Issuer and the Registrar such security or indemnity as may be required by them to save each of them harmless, then, in the absence of notice to the Issuer or the Registrar that such Bond has been acquired by a bona fide purchaser, the Issuer shall execute, and upon its request the Registrar shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost, or stolen Bond, a new Bond of like tenor and principal amount, bearing a number not contemporaneously outstanding. In case any such mutilated, destroyed, lost, or stolen Bond has become or is about to become due and payable, the Issuer in its discretion may, instead of issuing a new Bond, pay such Bond. Upon the issuance of any new Bond under this subsection, the Issuer may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto. Every new Bond issued pursuant to this subsection in lieu of any destroyed, lost, or stolen Bond shall constitute an original additional contractual obligation of the Issuer, whether or not the destroyed, lost, or stolen Bond shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Resolution equally and proportionately with any and all other Bonds duly issued hereunder. The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost, or stolen Bonds. Section 3. Execution and, Delivery 3 O1. The Bonds shall be executed by the respective facsimile signatures of the Mayor and the City Administrator of the Issuer as set forth in the form of Bond. A facsimile of the seal of the Issuer may be imprinted on the Bonds. The text of the approving legal opinion of Holmes ac Graven, Chartered, of Minneapolis, Minnesota, as bond counsel, shall be printed on the reverse side of each Bond and shall be certified by the facsimile signature of the City Administrator of the Issuer. When said Bonds shall have been duly executed and authenticated by the Registrar in accordance with this resolution, the same shall be delivered to the Purchaser upon payment of the purchase price, and the receipt of the Finance Director of t~e~issuer to the Purchaser thereof shall be a full acquittance; and the Purchaser shams note be bound to see to the application of the purchase money. The Bonds shall not be valid for any purpose until authenticated by the Registrar. 3.02. The distribution of the Official Statement relating to the Bonds, on file with the City Administrator of the Issuer to prospective bidders for the Bonds is hereby ratified and confirmed, insofar as the same relates to the Bonds and the sale thereof. 3.03. If such officers find the same to be accurate, the Mayor and the City Administrator of the Issuer are authorized and directed to furnish to the Purchaser at the closing a certificate that, to the best of the knowledge of such officers, the Official Statement does not, at the date of closing, and did not, at the time of sale f the Bonds ertin any untrue statement of a material fact or omit to state any Material fae~ary in order to make the statements made therein, in the light f the ciret~ees under which they were made, not misleading. Unless tigation shag have been commenced and be pending questioning the Bonds, revenues pledged for payments of the bonds, or the organization of the Issuer or incumbency of its officers, at the closing, the Mayor and the City Administrator of the Issuer shall also execute and deliver to the successful bidder a suitable certificate as to absence of material litigation, and a certificate as to payment for and delivery of the Bonds, together with the arbitrage certificate referred to below and the signed approving legal opinion of Holmes do Graven, Chartered, as to the validity and enforceability of the Bonds and the exemption of interest thereon from federal and Minnesota income taxation (other than Minnesota corporate and bank excise taxes measured by income) under present laws and rulings. Section 4. Bond Fund and Accounts, Appropriations Pledge. 4.01. There is hereby created a special fund of the Issuer designated 'series 1985A Bond Fundtt (the "Fund") held and administered by .the Finance Director of the Issuer separate and apart from all other funds of the Issuer. The Fund shall be maintained in the manner specified until all of the Bonds herein authorized, any refunding bonds issued to refund the Bonds, and any other general obligation bonds hereafter issued and made payable from the Fund and the interest thereon, have been fully paid. In the Fund there shall be maintained two separate accounts, to be designated as the "Capital Account" and the "Debt Service Account," respectively. Capital. Account. The proceeds from the sale of the Bonds, less any unused discount and accrued interest deposited in the Debt Service Account, shall be credited to the Capital Account, from which there shall be paid all costs and expenses of the acquisition and construction of the fire station, including costs incurred and to be incurred, of the kind authorized in Minnesota Statutes, Sections 475.65. Upon completion of construction of the fire station and payment of all costs thereof, any funds remaining in the Capital Account shall be deposited in the Debt Service Account. Debt Service Account. There is hereby pledged and there shall be credited to the Debt Service Account (a) any unused discount and accrued interest received upon delivery of and payment for the Bonds, (b) taxes herein levied for the payment of the Bonds, and revenues derived from other sources and available and pledged to pay principal, premium, if any, and interest on the Bonds, and (c) all funds remaining in the Capital Account after completion of the construction of the fire station and payment of the costs thereof. The Debt Service Account herein created shall be used solely to pay principal of, premium, if any, and interest on the Bonds and any other general obligation bonds hereafter issued and made payable from said Debt Service Account, except that upon discharge of the Bonds and any such additional bonds, any remaining funds in the Debt Service Account may be used for any other public use authorized by law in accordance with Minnesota Statutes, Section 475.65. 4.02. To provide moneys for the payment of principal of and interest on the Bonds there is hereby levied upon all taxable property in the Issuer a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as .art of, othrp!veral property taxes in the Issuer for the years and amounts as 'ollows: F~::r;~, Collection Year Amount Levied [ ATTACHED] Such tax levies (a) are such that if collected in full they will produce at least five percent (5%) in excess of the amount needed to meet when due payments of principal of and interest on the Bonds, and (b) shall be irrevocable so long as any of the Bonds are outstanding and unpaid, provided that the Issuer reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subd. 3. The full faith and credit and taxing powers of the Issuer are hereby irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds and such other general obligation indebtedness as may be made payable from the Bond Fund, as such principal and interest respectively become due. 4.03. The Finance Director of the Issuer is directed to keep on file in his office a tabulation of the dates and amounts of the principal and interest payments to become due and amounts of the principal and interest payments to become due on bonds payable from the Bond Fund. Section 5. Miscellaneous. 5.01. The Issuer covenants and agrees with the Purchaser and holders of the Bonds that the investment of proceeds of the Bonds, including the investment of any revenues pledged to the Bonds which are considered proceeds under the applicable regulations, and accumulated sinking funds, if any, shall be limited as to amount and yield in such manner that the Bonds shall not be arbitrage bonds within the meaning of Section 103(c) of the Internal Revenue Code of 1954, as amended, and regulations thereunder. On the basis of the existing facts, estimates and circumstances, including the foregoing findings and covenants, the Issuer hereby certifies that it is not expected that the proceeds of the Bonds will be used in such manner as to cause the Bonds to be arbitrage bonds under Section 103(c) and regulations thereunder. The Mayor and the City Administrator of the Issuer shall furnish an arbitrage certificate to the Purchaser embracing or based on the foregoing certification at the time of delivery of the Bonds to the Purchaser. The proceeds of the Bonds will likewise be used in such manner that the Bonds are not industrial development bonds under Section 103(b) of the Internal Revenue Code. 5 02. ~i certified copy of this Resolution shall be filed in the office of the County Auditor of Wright County together with such other information as the County Auditor may require, and the County Auditor shall prepare a certificate to the effect that the Bonds have been entered upon his bond register. 5.03. The officers of the Issuer are authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies of all proceedings and records of the Issuer relating to the power and authority of the Issuer to issue the Bonds within their knowledge or as shown by the books and records in their custody and control, and such certified copies and certificates shall be deemed representations of the Issuer as to the facts stated therein. 9 ~~., . Adop~e~ Ais 14th day of January, 1985. ..--- ---~ ~~ ~_ Mayor ATT T: City Administrator 10