City Council Resolution 1996-33K'i5DJU -t7 ori -_2)
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
Monday, June 24, 1996, commencing at 7:00 o'clock P.M.
The following members were present: Brad Fyle, Shirley Anderson, Clint Herbst,
Tom Perrault, Brian Stumpf
and the following were absent: None
The Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City's approximately
$595,000 General Obligation Sewer Interceptor Refunding Bonds, Series 1996C.
The City Administrator presented a tabulation of the proposals which had been
received in the manner specified in the Terms of Proposal of the Bonds. The
proposals were as follows:
DJX105336
MN190-56
BID TABULATION
$595,000* General Obligation Sewer Interceptor Refunding Bonds, Series 1996C
City of Monticello, Minnesota
SALE: June 24, 1996
AWARD: NORWEST INVESTMENT SERVICES, INC.
RATING: Moody's "A"
BBI: 6.06%
NET TRUE
NAME OF BIDDER RATE YEAR PRICE INTEREST INTEREST
COST RATE
NORWEST INVESTMENT SERVICES, INC.
3.70%
1997 $591,430.00 $94,321.67 4.8811%
Minneapolis, Minnesota
4.25%
1998
FBS INVESTMENT SERVICES, INC.
4.50%
1999
Minneapolis, Minnesota
4.65%
2000
4.75%
2001
4.90%
2002
CRONIN & COMPANY, INC.
4.10%
1997 $589,609.15 $96,203.56 4.9926%
Minneapolis, Minnesota
4.30%
1998
4.60%
1999
4.70%
2000
4.75%
2001
4.80%
2002
JURAN & MOODY, INC.
4.00%
1997 $590,299.50 $97,800.29 5.0687%
St. Paul, Minnesota
4.40%
1998
JOHN G. KINNARD & COMPANY, INC.
4.60%
1999
Minneapolis, Minnesota
4.75%
2000
AMERICAN BANK NATIONAL ASSOCIATION
4.90%
2001
St. Paul, Minnesota
5.00%
2002
*Subsequent to bid opening the issue size was decreased to $590,000 with the 2000 maturity decreased $5,000 to $100,000 in maturity
value.
Adjusted Price - $586,460.00
Adjusted Net Interest Cost - $93,458.54
Adjusted TIC - 4.8816%
4WEhlers and Associates, Inc. 90 2950 Norwest Center
South Seventh Street
LEADERS IN PUBLIC FINANCE Minneapolis, MN 55402-4100
(612) 339-8291 FAX (612) 339-0854
After due consideration of the proposals, Member Anderson then introduced
the following resolution and moved its adoption:
In accordance with the official Terms of Proposal the following adjustments
were made:
Principal Amount: $590,000
Maturities: 2000 maturity decreased $5,000 to $100,000
Minimum Purchase Price: $5825625
RESOLUTION NO. 96-33
A RESOLUTION AWARDING THE SALE OF $590,000 GENERAL
OBLIGATION SEWER INTERCEPTOR REFUNDING BONDS, SERIES 1996C;
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 Norwest Investment Services, Inc. (Purchaser) to
purchase $590,000 General Obligation Sewer Interceptor Refunding Bonds, Series
1996C (Bonds) of the City described in the Terms of Proposal thereof is determined
to be a reasonable offer and is accepted, the proposal being to purchase the Bonds
at a price of $586,460 plus accrued interest to date of delivery, for Bonds bearing
interest as follows:
Year of
Interest
Year of
Interest
Maturity
Rate
Maturity
Rate
1997
3.70%
2000
4.65%
1998
4.250
2001
4.75%
1999
4.50%
2002
4.90%
True interest cost: 4.8816%
1.02. The sum of $3,835 being the amount proposed by the Purchaser in
excess of $582,625 is credited to the Debt Service Fund hereinafter created. The
City Administrator is directed to retain the good faith check of the Purchaser,
pending completion of the sale of the Bonds, and to return the good faith checks of
the unsuccessful proposers forthwith. The Mayor and City Administrator are
directed to execute a contract with the Purchaser on behalf of the City.
DJK105336
MN190-56
1. 03. The City will forthwith issue and sell the Bonds pursuant to Minnesota
Statutes, Chapters 115 and 475 (Act) in the total principal amount of
$ 590,000 originally dated July 1, 1996, in the denomination of $5, 000 each
or any integral multiple thereof, numbered No. R-1, upward, bearing interest as
above set forth, and which mature serially on February 1 in the years and amounts
as follows:
Year
Amount
Year
Amount
1997
$853000
2000
$100,000
1998
905000
2001
105,000
1999
95,000
2002
1155000
1.04. Optional 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 are called for
redemption, the City will notify DTC (as defined in Section 8 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 Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered
form. The interest thereon and, upon surrender of each Bond, the principal amount
thereof, is payable by check or draft issued by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last
interest payment date preceding the date of authentication to which interest on the
Bond has been paid or made available for payment, unless (i) the date of
authentication is an interest payment date to which interest has been paid or made
available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue.
The interest on the Bonds is payable on February 1 and August 1 of each year,
commencing February 1, 1997, to the registered owners of record as of the close of
business on the fifteenth day of the immediately preceding month, whether or not
that day is a business day.
2.03. Registration. The City will appoint a bond registrar, transfer agent,
authenticating agent and paying agent (Registrar) . The effect of registration and
the rights and duties of the City and the Registrar with respect thereto are as
follows:
(a) Register. 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.
DJK105336
MN190-56
(b) Transfer of Bonds. Upon surrender for transfer of a Bond duly
endorsed by the registered owner thereof or accompanied by a written
instrument of transfer, in form satisfactory to the Registrar, duly executed
by the registered owner thereof or by an attorney duly authorized by the
registered owner in writing, the Registrar will authenticate and deliver, in
the name of the designated transferee or transferees, one or more new Bonds
of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver one
or more new Bonds of a like aggregate principal amount and maturity as
requested by the registered owner or the owner's attorney in writing.
(d) Cancellation. Bonds surrendered upon transfer or exchange will
be promptly cancelled by the Registrar and thereafter disposed of as directed
by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the Bond
until the Registrar is satisfied that the endorsement on the Bond or separate
instrument of transfer is valid and genuine and that the requested transfer
is legally authorized. The Registrar will incur no liability for the refusal, in
good faith, to make transfers which it, in its judgment, deems improper or
unauthorized.
(f) Persons Deemed owners. The City and the Registrar may treat
the person in whose name a Bond is registered in the bond register as the
absolute owner of the Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and
interest on the Bond and for all other purposes, and payments so made to a
registered owner or upon the owner's order will be valid and effectual to
satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge
upon the owner thereof for a transfer or exchange of Bonds sufficient to
reimburse the Registrar for any tax, fee or other governmental charge
required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed
Bar dws. If a Bond becomes
ill deliver a new Bond
mutilated or is destroyed, stolen or lost, the Regi
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
DJK105336
MN190-56
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) 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 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
First Trust National Association , S t . P a t i l 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, such
corporation is authorized to act as successor Registrar. The City agrees to pay the
reasonable and customary charges of the Registrar for the services performed . The
City reserves the right to remove the Registrar upon 30 days' notice and upon the
appointment of a successor Registrar, in which event the predecessor Registrar must
deliver all cash and Bonds in its possession to the successor Registrar and must
deliver the bond register to the successor Registrar. On or before each principal
or interest due date, without further order of this Council, the Finance Director
must transmit to the Registrar 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
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
DJK105336
MN190-56
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 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 MINNESOTA
COUNTY OF WRIGHT
CITY OF MONTICELLO
GENERAL OBLIGATION SEWER INTERCEPTOR REFUNDING BOND, SERIES 1996C
Date of
Rate Maturity Original Issue CUSIP
July 1, 1996
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 promises to pay to
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
February 1, 1997, to the person in whose name this Bond is registered at the close
of business on the fifteenth day (whether or not a business day) of the immediately
preceding month. The interest hereon and, upon presentation and surrender
hereof, the principal hereof are payable in lawful money of the United States of
America by check or draft by , Minnesota,
DJK105336
MN190-56
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. All prepayments will be at a
price of par plus accrued interest.
The City Council has designated the issue of Bonds of which this Bond forms
a part as "qualified tax exempt obligations" within the meaning of Section 265 (b) (3 )
of the Internal Revenue Code of 1986, as amended (the Code) relating to disallowance
of interest expense for financial institutions and within the $10 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
CITY OF MONTICELLO, MINNESOTA
(Facsimile)
City Administrator
DJX105336
MN190-56
( Facsimile )
Mayor
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 $
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 June 24, 1996 (the Resolution), for the purpose of providing
money to refund the outstanding principal amount of certain general obligation bonds
of the City, pursuant to and in full conformity with the Constitution and laws of the
State of Minnesota, including Minnesota Statutes, Chapters 115 and 475, and the
principal hereof and interest hereon are payable primarily from ad valorem taxes,
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 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 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
DJK105336
MN190-56
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.
( Form of certificate to be printed on or accompany the reverse side of each
Bond, following a full copy of the legal opinion.)
I certify that the above is a full, true and correct copy of the legal opinion
rendered by bond counsel on the issue of Bonds of the City of Monticello, Minnesota,
which includes the within Bond, dated as of the date of delivery of and payment for
the Bonds.
( Facsimile Signature)
City Administrator
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.
DJK105336
MN190-56
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:
Signature (s) must be guaranteed by a [ member of the Medallion Signature Program .
[ national bank or trust company or by a brokerage firm having a membership in one
of the major stock exchanges. ]
The Bond 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
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been
registered on the books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Officer of Registrar
trar
Cede & Co .
Federal ID #13-2555119
DJK105336
MN190-56
3.02. 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 each Bond, together with a certificate to be signed by the facsimile
signature of the City Administrator in substantially the form set forth in the form of
Bond. The City Administrator is authorized and directed to execute the certificate
in the name of the City upon receipt of the opinion and to file the opinion in the City
offices.
Section 4. Pavment ; Security; Pledees and Covenants.
4.01. (a) The Bonds are payable from the General Obligation Sewer
Interceptor Refunding Bonds, Series 1996C Debt Service Fund (Debt Service
Fund) hereby created, and the proceeds of ad valorem taxes hereinafter
levied (Taxes) for improvements financed by the Refunded Bonds as
hereinafter defined are hereby pledged to the Debt Service Fund.
(b) The debt service fund, if any, heretofore established for the
Refunded Bonds as defined in the resolution providing for the issuance and
sale of the Bonds, is terminated, and all monies therein are hereby
transferred to the Debt Service Fund herein created. If 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 will pay such
principal or interest from the general fund of the City, and the general fund
will be reimbursed for those advances out of the proceeds of the Taxes levied
by this resolution, when collected.
(c) There is hereby appropriated to the Debt Service Fund (i)
capitalized interest financed from Bond proceeds, if any, (ii) any amount over
the minimum purchase price of the Bonds paid by the Purchaser, and (iii) the
accrued interest paid by the Purchaser upon closing and delivery of the
Bonds.
4.02. For the purpose of paying the principal of and interest on the Bonds,
there is hereby levied a direct annual irrepealable ad valorem tax 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 . Such tax will be credited to the
Debt Service Fund above provided and will be in the years and amounts as follows
(year stated being year of levy for collection the following year) :
Year Lev
( See Attachment A)
4.03. The City Administrator is directed to file a certified copy of this
resolution with the County Auditor of Wright County and to obtain the certificate
required by Section 475.63 of the Act.
DJK105336
MN190-56
4.04. It is hereby determined that upon the receipt of proceeds of the Bonds
(Proceeds) for payment of the Refunded Bonds that an irrevocable appropriation to
the debt service fund for the Refunded Bonds will have been made within the
meaning of Section 475.61, Subdivision 3 of the Act and the City Administrator is
hereby authorized and directed to certify such fact to and request the County
Auditor to cancel any and all tax levies made by the resolution authorizing and
approving the Refunded Bonds. '
4.05. It is hereby determined that the estimated collection of the foregoing
Taxes will produce at least five percent in excess of the amount needed to meet when
due, the principal and interest payments on the Bonds. The tax levy herein
provided will be irrepealable until all of the Bonds are paid, provided that the City
City Administrator may annually, at the time the City makes its tax levies, certify
to the County Auditor the amount available in the Debt Service Fund to pay principal
and interest due during the ensuing year, and the County Auditor will thereupon
reduce the levy collectible during such year by the amount so certified.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. The Refunded Bonds are the General Obligation Sewer Interceptor
Bonds, Series 1986A, of the City, dated May 1, 1986, of which $575,000 in principal
amount is callable on August 1, 1996. It is hereby found and determined that based
upon information presently available from the City's financial advisers, the issuance
of the Bonds is consistent with covenants made with the holders thereof and is
necessary and desirable for the reduction of debt service cost to the municipality .
5.02. It is hereby found and determined that the Proceeds will be sufficient
to prepay all of the principal of, interest on and redemption premium (if any) on the
Refunded Bonds.
5.03. The Refunded Bonds maturing on February 1, 1997 and thereafter will
be redeemed and prepaid on August 1, 1996. The Refunded Bonds will be redeemed
and prepaid in accordance with their terms and in accordance with the terms and
conditions set forth in the forms of Notice of Call for Redemption attached hereto as
Attachment B which terms and conditions are hereby approved and incorporated
herein by reference. The City is hereby authorized and directed to forthwith
publish the Notice of Call for Redemption in a publication qualified under Section
475.54 of Minnesota Statutes and to send written notices of call to the paying agent
for the Refunded Bonds, provided that published notice alone will be effective.
5.04. 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 .
DJK105336
MN190-56
Section 6 . Authentication of Transcript.
6.01. 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.
6.02. The Mayor and City Administrator are hereby 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.
Section 7. Tax Covenant.
7.01. 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 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.
7.02. (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 calendar year 1996) exceed the small -issuer
exception amount of $5, 000, 000.
(b) For purposes of qualifying for the small issuer exception to the federal
arbitrage 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 year
in which the Bonds are issued and outstanding at one time is not reasonably expected
to exceed $5, 000, 000, all within the meaning of Section 148 (f ) (4) (C) of the Code.
7.03. 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.
DJK105336
MN190-56
7.04. 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 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 1996 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City
during calendar year 1996 have been designated for purposes of Section
265(b) (3) of the Code.
7.05. 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.
Section 8. Book -Entry System; Limited Obligation of City.
8.01. 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 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 Bond
Registrar in the name of Cede & Co., as nominee of DTC.
8.02. With respect to Bonds registered in the registration books kept by the
Bond Registrar in the name of Cede & Co., as nominee of DTC, the City, the Bond
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 (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 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 Bond 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 Bond Registrar as the holder and absolute owner
of such Bond for the purpose of payment of principal, premium and interest with
DJK105336
MN190-56
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 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
Bond 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 Bond Registrar and Paying Agent.
8.03. Representation Letter. The form of representation letter proposed to
be submitted to DTC, which is on file with the City Administrator and presented to
this meeting (Representation Letter) , is hereby approved, and the City
Administrator is authorized to execute and deliver the Representation Letter in
substantially the form on file, with such changes therein not inconsistent with law
as the City Administrator and the City Attorney may approve, which approval will
be conclusively evidenced by the execution thereof. Any Paying Agent or Bond
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 Bond Registrar and Paying Agent, respectively, to be
complied with at all times.
8 04. Transfers Outside Book -Entry System. In the event the City, by
resolution of the City Council, determines that it is in the best interests of the
persons having beneficial interests in the Bonds that they be able to obtain Bond
certificates, the City will notify DTC, whereupon DTC will notify the the1City ants,
of the availability through DTC of Bond certificates. In such event
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 discontinueproviding 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 Bond 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.
8.05. 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 DT C, 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.
DJX105336
MN190-56
Section 9 . Continuing Disclosure .
9.01. In order to qualify the Bonds for limited continuing disclosure under
paragraph (d) (2) of Securities and Exchange Commission Rules, Section 15c2-12 (the
SEC Rule) , the City makes the following factual statement and representation: As
of the date of delivery of the Bonds, the City will not be an obligated person (as
defined in paragraph (f ) of the SEC Rule) with respect to more than $10, 000, 000 in
aggregate amount of outstanding municipal securities, including the Bonds and
excluding municipal securities that were exempt from the SEC Rule pursuant to
paragraph (d) (1) thereof.
9.02. 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.
9.03. "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 .
The motion for the adoption of the foregoing resolution was duly seconded by
Member
Herbst , and upon vote being taken thereon, the following
voted in favor thereof: Brad Fyle, Shirley Anderson, Clint Herbst, Tom Perrault,
Brian Stumpf .
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
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
carefully compared the attached and foregoing extract of minutes of a regular
meeting of the City Council of the City held on June 24, 1996 with the original
minutes on file in my office and the extract is a full, true and correct copy of the
minutes insofar as they relate to the issuance and sale of $ 590,000 General
Obligation Sewer Interceptor Refunding Bonds, Series 1996C of the City.
WITNESS My hand officially as such City Administrator and the corporate seal
of the City this 24th day of jimp 11 1996.
(: I W. I � z Wi-W, 4 -�� - -
City Administl1tor
Monticello, Minnesota
(SEAL)
Tax Levy Calculations For:
Attachment A
City of Monticello, MN
$590,000 General Obligation Sewer Interceptor Refunding Bonds, Series 1996C
Date of Bonds: 07/01/96
Levy
Collect
Pay
Total
P & I
Net
Tax
Year
Year
Year
P & I
x 105%
Levy
Levy*
1995
/
1996
/ 1997
112,154.79
$117,762.53
117, 762.53
$117,800
1996
/
1997
/ 1998
111, 460.00
$117,033.00
117, 033.00
1177100
1997
/
1998
/ 1999
112,410.00
$118,030.50
118,030.50
118,100
1998
/
1999
/ 2000
112, 947.50
$118,594.88
118, 594.88
118,600
1999
/
2000
/ 2001
113,128.75
$118,785.19
118,785.19
118,800
2000
/
2001
/ 2002
117, 817.50
$123,708.38
123, 708.38
123,800
Total $679,918.54 $713,914.47 $713,914.47
* The actual 1995 levy was based on the 1986 issue.
$714,200
Prepared by Ehlers and Associates 06/27/96 (P&INEW.WK4)
ATTACHMENT B
NOTICE OF CALL FOR REDEMPTION
$1,050,000
GENERAL OBLIGATION SEWER INTERCEPTOR BONDS, SERIES 1986A
CITY OF MONTICELLO
WRIGHT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of
Monticello, Wright County, Minnesota, there have been called for redemption and
prepayment on
AUGUST 11 1996
all outstanding bonds of the City designated as General Obligation Sewer Interceptor
Bonds, Series 1986A, dated May 1, 1986, having stated maturity dates of February
1 in the years 1997 through 2002, both inclusive, totalling $575,000 in principal
amount, and with the following CUSIP numbers:
Year
Amount CUSIP
1997
$ 80,000
1998
85,000
1999
90,000
2000
100,000
2001
105,000
2002
115,000
The bonds are being called at a price of par plus accrued interest to August 1, 1996,
on which date all interest on said bonds will cease to accrue. Holders of the bonds
hereby called for redemption are requested to present their bonds for payment at the
main office of American Bank National Association (formerly known as American
National Bank and Trust Company), in the City of St. Paul, Minnesota, on or before
August 1, 1996.
In compliance with the Interest and Dividend Compliance Act of 1983 and
Broker Reporting Requirements, the redeeming institution is required to withhold
a specified percentage of the principal amount of your holdings redeemed unless they
are provided with your social security number or federal employer identification
number, properly certified. This Compliance should be fulfilled through the
submitting of a W-9 Form which may be obtained at a Bank or other Financial
Institution.
The Registrar will not be responsible for the selection or use of the CUSIP
number, nor is any representation made as to the correctness indicated in the
Redemption Notice or on any Bond. It is included solely for convenience of the
Holders.
Dated: June 24, 1996.
BY ORDER OF THE CITY COUNCIL
By
City Administrator
City of Monticello, Minnesota