City Council Resolution 1997-53Extract 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 Monday, October 27,
1997, commencing at 7:00 o'clock P.M.
The following members were present:
Bruce Thielen and Mayor William Fair
Roger Carlson, Clint Herbst, Brian Stumpf,
and the following were absent: None
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The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $1,575,000 General Obligation
Improvement Bonds, Series 1997A.
The City Administrator presented a tabulation of the proposals which had been received
in the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth
in Exhibit A attached.
After due consideration of the proposals, Member Herbst then introduced
the following resolution, and moved its adoption:
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~~s~l~~~Y,~
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RESOLUTION NO. 9 ~ - s 3
A RESOLUTION AWARDING THE SALE OF $1,575,000
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1997A;
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council of the City of Monticello, Wright County,
Minnesota (City) as follows:
Section 1. Sale of Bonds.
1.01. The proposal of Harris Trust and Savings Bank (Purchaser) to
purchase $1,575,000 General Obligation Improvement Bonds, Series 1997A (Bonds) of the City
described in the Terms of Proposal thereof 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
$ l , 564 , 593.25 plus accrued interest to date of delivery, for Bonds bearing interest as follows:
Year of Interest Year of Interest
Maturi Rate Maturi Rate
2000 4.10 2003 4.25%
2001 4.15 2004 4.35
2002 4.20
True interest cost: 4.3905
1.02. The sum of $5,343.25 being the amount proposed by the Purchaser in excess
of $1,559,250 will be credited to the Debt Service Fund hereinafter created. The City
Administrator is directed to deposit the good faith check of the Purchaser, pending completion
of the sale of the Bonds, and to return the good faith checks of the unsuccessful proposers
forthwith. The Mayor and City Administrator are directed to execute a contract with the
Purchaser on behalf of the City. The City Council ratifies actions of its staff and financial
advisor in revising the Terms of Proposal authorized by City Council Resolution approved
September 8, 1997.
1.03. The City will forthwith issue and sell the Bonds pursuant to Minnesota Statutes,
Chapter 429 (Act) in the total principal amount of $1,575,000, originally dated November 1,
1997, in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1,
upward, bearing interest as above set forth, and maturing serially on February 1 in the years and
amounts as follows:
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Yeaz Amount Yeaz Amount
2000 $500,000 2003 $150,000
2001 .400,000 2004 125,000
2002 400,000
1.04. Ovtional Redemption. The City may elect on February 1, 2001, and on any day
thereafter to prepay Bonds due on or after February 1, 2002. 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 aze called for redemption, the City will notify DTC (as
defined in Section 7 hereof) of the particulaz 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 paz plus accrued interest.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The
interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by
check or draft issued by the Registraz described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date.
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bonds is payable on February 1 and August 1 of each yeaz, commencing August 1, 1998,
to the registered owners of record thereof as of the close of business on the fifteenth day of the
immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint a bond registraz, transfer agent, authenticating
agent and paying agent (Registraz). The effect of registration and the rights and duties of the
City and the Registraz with respect thereto are as follows:
(a) Re ig ster. The Registraz must keep at its principal corporate trust office a
bond register in which the Registraz 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 Registraz, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registraz will authenticate
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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 aze surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like
aggregate principal amount and maturity as requested by the registered owner or the
owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registraz 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 Registraz 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 registered owner or upon the owner's order will be valid and
effectual to satisfy and dischazge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registraz may impose a chazge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar
for any tax, fee or other governmental chazge required to be paid with respect to the
transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated
or is destroyed, stolen or lost, the Registraz will deliver a new Bond of like amount,
number, maturity date and tenor in exchange and substitution for and upon cancellation
of the mutilated Bond or in lieu of and in substitution for a Bond destroyed, stolen or lost,
upon the payment of the reasonable expenses and chazges of the Registrar in connection
therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the
Registraz of evidence satisfactory to it that the Bond was destroyed, stolen or lost, and of
the ownership thereof, and upon furnishing to the Registrar of an appropriate bond or
indemnity in form, substance and amount satisfactory to it and as provided by law, in
which both the City and the Registraz must be named as obligees. Bonds so surrendered
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to the Registrar will be cancelled by the Registraz 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 aze called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registraz by
mailing a copy of the redemption notice by first class mail (postage prepaid) not more
than 60 and not less than 30 days prior to the date fixed for redemption 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 beaz interest after the specified redemption date, provided that
the funds for the redemption aze on deposit with the place of payment at that time.
2.04. Appointment of Initial Re is~,, trar. The City appoints
Norwest Bank Minnesota, N.A. , Minneapolis , MlnneSOta, 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 Registraz. 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 Registraz. The
City agrees to pay the reasonable and customary chazges 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 Registraz, in which event the predecessor Registraz must deliver
all cash and Bonds in its possession to the successor Registrar and must deliver the bond register
to the successor Registraz. On or before each principal or interest due date, without further order
of this Council, the City Administrator must transmit to the Registraz monies sufficient for the
payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that all signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of any Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not
be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution
unless and until a certificate of authentication on the Bond has been duly executed by the manual
signature of an authorized representative of the Registraz. 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
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accordance with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
2.06. Temporary Bonds. The City may elect to deliver in lieu of printed definitive
Bonds one or more typewritten temporary Bonds in substantially the form set forth in Section 3
with such changes as may be necessary to reflect more than one maturity in a single temporary
bond. Upon the execution and delivery of definitive Bonds the temporary Bonds will be
exchanged therefor and cancelled.
Section 3. Form of Bond.
3.01. The Bonds will be printed or typewritten in substantially the following form:
[Face of the Bond]
No. R- UNITED STATES OF AMERICA $
STATE OF IVflNNESOTA
COUNTY OF WRIGHT
CITY OF MONTICELLO
GENERAL OBLIGATION IMPROVEMENT BOND, SERIES 1997A
Rate
Maturity
Date of
Original Issue
November 1, 1997
CUSIP
Registered Owner: Cede & Co.
The City of Monticello, Minnesota, a duly organized and existing municipal corporation
in Wright County, Minnesota (City), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the
principal sum of $ on the maturity date specified above, with interest thereon from
the date hereof at the annual rate specified above, payable February 1 and August 1 in each year,
commencing August 1, 1998, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immediately preceding
month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are
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payable in lawful money of the United States of America by check or draft by
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 February 1, 2001, and on any day thereafter to prepay Bonds due
on or after February 1 2002. 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 Depository Trust Company (DTC) of the particular
amount of such maturity to be prepaid. DTC will determine by lot the amount of each
participant's interest in such maturity to be redeemed and each participant will then select by lot
the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a
price of par plus accrued interest.
The 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.
Additional provisions of this Bond are contained on the reverse hereof and such provisions
for all purposes have the same effect as though fully set forth in this place.
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.
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:
(Facsimile)
City Administrator
CITY OF MONTICELLO, MINNESOTA
(Facsimile)
Mayor
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CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
By
Authorized Representative
[Reverse of the Bond]
This Bond is one of an issue in the aggregate principal amount of $1,575,000 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 October 27, 1997
(the Resolution), for the purpose of providing money to defray the expenses incurred and to be
incurred in making local improvements, pursuant to and in full conformity with the Constitution
and laws of the State of Minnesota, including Minnesota Statutes, Chapter 429, and the principal
hereof and interest hereon are payable primarily from special assessments against property
specially benefitted 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 aze irrevocably pledged for payment of this Bond and the City Council has obligated itself
to levy ad valorem taxes on all taxable property in the City in the event of any deficiency in
special assessments and taxes pledged, which taxes may be levied without limitation as to rate
or amount. The Bonds of this series are issued only as fully registered Bonds in denominations
of $5,000 or any integral multiple thereof of single maturities.
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 Registraz, 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 Registraz will
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 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.
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 UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of
substitution in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appeazs upon the face of the within Bond in every pazticulaz, without
alteration or any change whatever.
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Signature Guazanteed:
NOTICE: Signature(s) must be guazanteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition
to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange
Act of 1934, as amended.
The Bond Registraz 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
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registraz in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Re istraz
Cede & Co.
Federal ID #13-2555119
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3.02. The City Administrator is directed to obtain a copy of the proposed approving legal
opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete
except as to dating thereof and to cause the opinion to be printed on or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. (a) The Bonds aze payable from the Improvement Bonds, Series 1997A Debt
Service Fund (Debt Service Fund) hereby created and special assessments (Assessments) levied
or to be levied for the improvements described in the resolution authorizing the sale of the Bonds
(Improvements) financed by the Bonds are hereby pledged to the Debt Service Fund. If a
payment of principal or interest on the Bonds becomes due when there is not sufficient money
in the Debt Service Fund to pay the same, the City Administrator is directed to pay such principal
or interest from the general fund of the City, and the general fund will be reimbursed for the
advances out of the proceeds of Assessments when collected. There is appropriated to the Debt
Service Fund (i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over
the minimum purchase price paid by the Purchaser, and (iii) the accrued interest paid by the
Purchaser upon closing and delivery of the Bonds.
(b) The proceeds of the Bonds, less the appropriations made in pazagraph (a), together
with any other funds appropriated for the Improvements and Assessments collected during the
construction of the Improvements will be deposited in a sepazate construction fund (which may
contain sepazate accounts for each Improvement) to be used solely to defray expenses of the
Improvements and the payment of principal and interest on the Bonds prior to the completion and
payment of all costs of the Improvement. Any balance remaining in the construction fund after
completion of the Improvements may be used to pay the cost in whole or in part of any other
improvement instituted under the Act. When the Improvements aze completed and the cost
thereof paid, the construction account is to be closed and subsequent collections of Assessments
for the Improvements are to be deposited in the Debt Service Fund.
4.02. It is hereby determined that the 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 has caused or will cause the Assessments for the Improvements
to be promptly levied so that the first installment will be collectible not later than 1999
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 aze required for the construction of each Improvement
financed wholly or partly from the proceeds of the Bonds, and will take all further actions
necessary for the final and valid levy of the Assessments and the appropriation of any
other funds needed to pay the Bonds and interest thereon when due.
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(b) In the event of any current or anticipated deficiency in Assessments, the
City Council will levy ad valorem taxes in the amount of the current or anticipated
deficiency.
(c) The City will keep complete and accurate books and records showing:
receipts and disbursements in connection with the Improvements and Assessments 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.
4.03. It is hereby determined that the estimated collections of Assessments and interest
thereon for payment of principal and interest on the Bonds will produce at least five percent in
excess of the amount needed to meet when due, the principal and interest payments on the Bonds
and that no tax levy is needed at this time.
4.04. The City Administrator is authorized and directed to file a certified copy of this
resolution with the County Auditor of Wright County and to obtain the certificate required by
Minnesota Statutes, Section 475.63.
Section 5. Authentication of Transcriyt.
5.01. The officers of the City aze 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, may be deemed representations of the City as to the facts stated therein.
5.02. The Mayor and City Administrator aze authorized and directed to certify that they
have examined the Official Statement prepazed 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.
Section 6. Tax Covenant.
6.01. 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
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thereunder, in effect at the time of such actions, and that it will take or cause its officers,
employees or agents to take, all affirmative action within its power that may be necessary to
ensure that such interest will not become subject to taxation under the Code and applicable
Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds.
6.02. (a) The City will comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income of the interest on the Bonds under Section 103 of
the Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of
excess investment earnings to the United States if the Bonds (together with other obligations
reasonably expected to be issued in calendaz year 1997) exceed the small-issuer exception amount
of $5,000,000.
(b) For purposes of qualifying for the small-issuer exception to the federal azbitrage
rebate requirements, the City finds, determines and declares that the aggregate face amount of all
tax-exempt bonds (other than private activity bonds) issued by the City (and all subordinate
entities of the City) during the calendar yeaz in which the Bonds aze issued is not reasonably
expected to exceed $5,000,000, within the meaning of Section 148(f)(4)(C) of the Code.
6.03. The City further covenants not to use the proceeds of the Bonds or to cause or
permit them or any of them to be used, in such a manner as to cause the Bonds to be "private
activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
6.04. 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 hereby designates the Bonds as "qualified tax-exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipatedamount oftax-exempt obligations (other than any
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 calendaz yeaz 1997 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendaz yeaz 1997 have been designated for purposes of Section 265(b)(3) of the Code.
6.05. 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.
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Section 7. Book-Entry Svstem• Limited Obligation of Ciri.
7.01. 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 1.03 hereof. Upon
initial issuance, the ownership of each Bond will be registered in the registration books kept by
the Bond Registraz 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 Bond
Registraz in the name of Cede & Co., as nominee of DTC.
7.02. With respect to Bonds registered in the registration books kept by the Bond
Registraz in the name of Cede & Co., as nominee of DTC, the City, the Bond Registraz 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
(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 Bond Registraz,) 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 Bond Registraz
and the Paying Agent may treat and consider the person in whose name each Bond is registered
in the registration books kept by the Bond Registraz as the holder and absolute owner of such
Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to
or on the order of the respective registered owners, as shown in the registration books kept by
the Bond Registrar, and all such payments will be valid and effectual to fully satisfy and
dischazge 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 Bond Registraz, 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 Bond Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (Representation Letter) which shall govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Bond Registraz 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
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Representation letter with respect to the Bond Registraz and Paying Agent, respectively, to be
complied with at all times.
7.04. Transfers Outside Book-Entr~ystem. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and dischazging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the Bond
Registraz will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. The City hereby covenants and agrees that it will comply with and carry out all of
the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of
this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not
to be considered an event of default with respect to the Bonds; however, any Bondholder may
take such actions as may be necessary and appropriate, including seeking mandate or specific
performance by court order, to cause the City to comply with its obligations under this section.
8.02. "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.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
Th i e 1 en ,and upon vote being taken thereon, the following voted in favor
thereof: Carlson, Herbst, Stumpf, Thielen and Fair
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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85 E. SEVENTH PLACE, SUITE 100
SAINT PAUL, MN 5510]-2143
612-223-3000 FAX:612-223-3002
~~
SPRINGSTED
Public Finance Advisors
$1,575,000
CITY OF MONTICELLO, MINNESOTA
GENERAL OBLIGATION IMPROVEMENT BONDS, SERIES 1997A
(BOOK ENTRY ONLY)
AWARD: HARRIS TRUST 8~ SAVINGS BANK
And Associates
SALE: October 27, 1997 Moody's Rating: A3
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
HARRIS TRUST & SAVINGS BANK 4.10% 2000 $1,564,593.25 $249,334.88 4.3905%
First Tennessee Bank, National Association 4.15% 2001
Josephthal, Lyon & Ross, Inc. 4.20% 2002
NBC Capital Markets Group, Inc. 4.25% 2003
Wachovia Bank of North 4.35% 2004
Carolina, N.A.
PAINEWEBBER INCORPORATED 4.10% 2000-2001 $1,559,986.75 $251,657.00 4.4402%
DEAN WITTER REYNOLDS 4.15% 2002
INCORPORATED 4.20% 2003
OPPENHEIMER & CO., INC. 4.30% 2004
NORWEST INVESTMENT SERVICES, INC. 4.10% 2000 $1,565,865.00 $252,766.25 4.4471%
FBS INVESTMENT SERVICES, INC. 4.20% 2001
An operating division of 4.30% 2002
U.S. Bancorp Investments, Inc. 4.40% 2003
4.50% 2004
DAIN BOSWORTH INCORPORATED 4.25%
4.35%
4.45%
4.55%
4.60%
SA[NT PAUL, MN MINNEAPOLIS, MN BROOKFIEI
2000 $1,572,732.00 $254,049.25 4.4570%
2001
2002
2003
2004
(Continued)
.D, WI ~ OVERLAND PARK, KS WASHINGTON, DC IOWA C[TY, IA
Interest Net Interest True Interest
Bidder Rates Price Cost Rate
DOUGHERTY SUMMIT SECURITIES LLC 4.10% 2000 $1,564,920.00 $253,711.25 4.4655%
4.20% 2001
4.30% 2002
4.40% 2003
4.50% 2004
JOHN G. KINNARD & COMPANY 4.10% 2000 $1,563,660.00 $253,796.25 4.4701%
INCORPORATED 4.20% 2001
4.30% 2002
4.35% 2003
4.40% 2004
PIPER JAFFRAY INC. 4.10% 2000 $1,563,864.75 $254,766.50 4.4860%
4.20% 2001
4.30% 2002
4.40% 2003
4.50% 2004
SMITH BARNEY 4.10% 2000 $1,563,612.75 $255,018.50 4.4909%
CRONIN & COMPANY, INCORPORATED 4.20% 2001
4.30% 2002
4.40% 2003
4.50% 2004
MILLER, JOHNSON & KUEHN, INC. 4.15% 2000 $1,561,612.50 $257,581.25 4.5401%
UNITED BANKERS BANK 4.20% 2001
4.30% 2002
4.40% 2003
4.50% 2004
NIKE SECURITIES 4.35% 2000 $1,570,302.00 $259,360.50 4.5562%
4.45% 2001
4.50% 2002-2003
4.60% 2004
FIRST OF AMERICA SECURITIES 4.10% 2000 $1,561,835.50 $258,689.50 4.5587%
4.25% 2001
4.35% 2002
4.45% 2003
4.50% 2004
REOFFERING SCHEDULE OF THE PURCHASER
Rate Year Yield
4.10% 2000 Par
4.15% 2001 Par
4.20% 2002 4.25%
4.25% 2003 4.30%
4.35% 2004 4.40%
BBI: 5.42%
Average Maturity: 3.62 Years
STATE OF MINNESOTA )
COUNTY OF WRIGHT ) SS.
CITY OF MONTICELLO )
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Monticello, Wright County, Minnesota, do hereby certify that I have cazefully compazed the
attached and foregoing extract of minutes of a regulaz meeting of the City Council of the City
held on October 27, 1997 with the original minutes on file in my office and the extract is a full,
true and correct copy of the minutes insofaz as they relate to the issuance and sale of $1,575,000
General Obligation Improvement Bonds, Series 1997A of the City.
WITNESS My hand officially as such City Administrator and the corporate seal of the
City this ~ day of Oc~,u.~ , 1997.
City Administr r
Monticello, Minnesota
(SEAL)
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