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01-29-1947 VCM Extract of Minutes Extract of Minutes of Meeting of the VILLAGE OF ELK RIVER COUNCIL MEETING January 29, 1947 Pursuant to due call and notice thereof, a Special meeting of the Village Council of the Village of th Elk River, Minnesota, was duly held at the Municipal Building in the village on Wed, the 29 day of January, 1947, at 2 o’clock P.M. The following members were present: Mayor Davidson, V.B. Skellenger, Elmer Leger; H.A. Briggs, Clerk And the following were absent: R.A. Ellingson Member Skellenger introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE SALE OF ELECTRIC REVENUE CERTIFICATES WHEREAS, The Village of Elk River has heretofore acquired and is now operating an electric plant and system to serve the village and its inhabitants with electric energy, and WHERAS, The revenue of said electric plant and system are more than sufficient to pay the operating expense, cost of maintenance, and to provide for additions and improvements thereto, and WHEREAS, the Village Council has determined that not less than the sum of $15,000 per year will be available out of the net earnings of the electric plant during the period from 1947 to 1956, both inclusive, and $25,000 thereafter in order to pay for such necessary improvements and auditions, and WHEREAS, The Council has caused plans and specifications to be prepared for an improvement to the electric generating plant and system consisting of new generating equipment and the construction of a new building to house said equipment, and has determined that the cost of said improvement will not exceed $225,000, NOW, THEREFORE, BE IT RESOLVED By the Village Council of the Village of Elk River, Minnesota, as follows: 1. It is hereby determined and declared that the electric plant and system of the Village is a public necessity and convenience from which a revenue is derived and the Council has investigated the facts in reference thereto and has found and determined that it is necessary to install new generating equipment and reconstruct said plant in order to furnish adequate and satisfactory electric service. 2. It is hereby found and determined that the total cost of the proposed improvement, including all work and materials, incidental expenses, inspection, fiscal and legal expenses and the cost of the issuance of revenue obligations, together with interest thereon during the construction period, will be the sum of $225,000 and that it is necessary for the village to provide such costs by the issuance of Electric Light and Power Plant and System Revenue Certificates in the aggregate principal amount of $225,000. 3. The Village shall forthwith issue its negotiable coupon Electric January 1, 1947, in the aggregate principal amount of $225,000, said certificates to be 225 in number and numbered from 1 to 225, inclusive in the denomination of $1,000 each, all bearing interest at the rate of stst 2% per annum, payable semi-annually on the 1 day of January and the 1 day of July in each year and maturing serially in the order of serial numbers, lowest number first, in the among stst of $5,000 on January 1 and July 1 in each of the years 1948, to 1955, both inclusive, stst $10,000 on January 1 and July 1 in each of the years 1956 to 1961 both inclusive and on stst January 1 1962 and $15,000 on July 1 1962 all or said certificates maturing after January 1, 1957 being subject to redemption and prior payment in inverse order of number and maturity, at par and accrued interest on said date and any interest payment date thereafter upon thirty days notice as hereinafter provide. Both principal and interest shall be payable at the main office of Northwestern National Bank of Minneapolis in the City of Minneapolis, Minnesota and the village shall pay out of the revenues of the plant the reasonable charges of such paying agent. 4. The said Electric Light and Power Plant and System Revenue Certificates and the coupons to be attached thereto shall be in substantially the following form: UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE VILLAGE OF ELK RIVER NO. $1,000 ELECTRIC LIGHT AND POWER PLANT AND SYSTEM REVENUE CERTIFICATE KNOW ALL MEN BY THESE PRESENTS That the Village of Elk River, Sherburne County, Minnesota, has obligated itself to pay to bearer out of the Interest and Sinking Account of its st Electric Revenue Fund, the sum of ONE THOUSAND DOLLARS on the 1 day of January (July), 19__, and to pay interest thereon out of said account from the date hereof until the principal amount is paid at the rate of two percent (2%) per annum, interest to maturity payable semi-annually stst on the 1 day of January and the 1 day of July in each year, in accordance with and upon presentation and surrender of the attached interest coupons as they severally become due. Both principal and interest are payable at the main office of Northwestern National Bank of Minneapolis, at the City of Minneapolis, Minnesota, in any coin or legal tender for public and private debt. This certificate is one of an issue in the total principal amount of $225,000, all of like date and tenor except as to maturity, which certificates have been issued for the purpose of providing money to finance the construction of the necessary improvement to the electric plant and system pledged to the payment thereof and do not constitute a debt of the village within the meaning of any constitutional or statutory limitation of indebtedness. In event of any default hereunder, the holder of this certificate may exercise any of the rights and privileges granted by the laws of the State of Minnesota, subject to the provisions of the resolution of the village council authorizing this issue. The certificates of this issue maturing after January 1, 1957, are subject to payment and redemption in inverse order of serial number and maturity at par and accrued interest on said date and any interest payment date thereafter upon thirty (30) days prior notice which shall be given by mail to the bank at which the certificates are payable and to the holder, if known. Holders desiring to receive such notice must register their names and addresses with the Village Clerk. IT IS HEREBY CERTIFIED AND RECITED That all acts, conditions, and things required by the Constitution and Laws of the State of Minnesota to happen, to be performed and to be done precedent to and in the issuance of this certificate has happened, have been performed and have been done in due form, time and manner as required by law; that the Village of Elk River has acquired and now operates an electric plant and system pursuant to law; that the village council has heretofore established by ordinance duly adopted and will collect rates and charges sufficient in amount to pay this certificate and interest thereon and all prior obligations as the same become due; that the village council has created a special account in the Electric Revenue Fund for the payment of said principal and interest and has agreed to set aside in said account each month a sufficient amount to pay said principal and interest as the same become due and that it will maintain rates and charges sufficient in amount to pay said principal and interest so far as permitted by law and will pay the same into said special account, and use the same for the payment of said certificates and interest thereon; and that said certificates shall be a charge against the earnings of said plant and system prior to any obligations which may be hereafter issued. IN WITNESS WHEREOF, The Village of Elk River, Minnesota, by its Village Council has caused this certificate to be executed in its behalf by the signature of the President of the Village Council and the Village Clerk and the corporate seal of the village to be hereto affixed and has caused the interest coupons hereto annexed to be executed and authenticated by the facsimile signature of said officers, all as of January 1, 1947. H.A. Briggs, Village Clerk G.B. Davidson, President, Village Council (Form of Coupon) No. $10.00 st On the 1 day of January (July) 19___, the Village of Elk River, Minnesota, will pay the bearer out of the Interest and Sinking Account of its Electric Revenue Fund at the main office of Northwestern National Bank of Minneapolis, Minneapolis, Minnesota, the sum of TEN DOLLARS for interest then due on tis Electric Light and Power Plant and System Revenue Certificate, dated January 1, 1947, No. ___. H.A. Briggs, Village Clerk G.B. Davidson, President, Village Council 5. The certificates herein authorized shall be prepared under the direction of the Village Clerk and shall be executed on behalf of the Village by the signature of the President of the Village Council and the Village Clerk and its corporate seal shall be affixed thereto and the interest coupons shall be executed and authenticated by the printed, engraved or lithographed facsimile signatures of said officers. When said certificates have been so prepared and executed, they shall be delivered to the Village Treasurer who shall deliver the same to the purchasers thereof as hereinafter provided. 6. The offer of Park-Shaughnessy & Company of Saint Paul, Minnesota to purchase certificates in the among of $225,000, which offer is dated January 6, 1947, is hereby determined to be a favorable offer and is hereby accepted and the Treasurer shall deliver said certificates to the said purchaser upon receipt of the purchase price and the purchaser shall not be required to see to the application thereof. The said proceeds shall be paid into a special construction fund and shall be used solely for the payment of the costs of said improvement as herein provided. 7. The village covenants to keep separate accounts in the Electric Revenue Fund for the protection of the holder of the certificates. The entire revenues of the electric plant and system shall be credited to the Electric Revenue Fund and from this fund shall be paid all expenses of operation, repairs and maintenance in accordance with past practices of the village, and the principal and interest on the revenue certificates issued hereunder. Each month there shall be credited to a special Interest and Sinking Account within the Electric Revenue Fund on-sixth of the amount required to pay principal and interest due on the revenue certificate on the next ensuring interest payment date and such account shall be used solely to pay such principal and interest. The net revenues of the electric plant and system shall be determined by deducting from the gross revenues all expenses of operation, repairs and maintenance and principal and interest on outstanding obligations issued for the purchase or improvement of the plant and system, including the revenue certificates herein authorized. Such revenues shall be determined at least twice yearly and credited to a special Reserve Account within the Electric Revenue Fund. Such reserve shall be used only for the purpose of paying principal and interest on revenue certificates issued hereunder except that whenever such Reserve Account shall have credited thereto an amount in excess of the principal and interest requirements on said certificates during the ensuing twelve months period, any such excess may be used in any manner that the village council may direct. 8. In event that the moneys in the Interest and Sinking Account are insufficient to pay principal and interest on the certificates which shall then be due, the said moneys shall first be used to pay the interest and the balance shall be applied in payment of maturing principal in accordance with the serial order of the certificates and in event of any default, the holders from time to time of the certificates shall have all the rights, remedies, power and privileges granted by law for the enforcement of their rights or the collection of the principal and interest. The holder of a majority of the certificates then outstanding may, in event of such default, agree to a refunding of the certificates which shall be binding upon all holders hereof, provided that any holders who do not consent may declare their certificates due and payable. In event there shall be insufficient funds to pay principal of any certificate, the village may, with the consent of the holder thereof, refund the same by the issuance of a new certificate on a parity with the certificates issued hereunder but maturing after the maturity of the last thereof and exchange the same for such maturing certificates. 9. For the protection of the security of the certificates herein authorized, the Village council covenants and agrees to and with the holders thereof from time to time as follows: (a) It will cause the improvement to the electric plant and system to be constructed and completed at a total cost of not to exceed $225,000 and if for any reason such cost shall exceed such amount, it shall be made a junior claim thereupon and that it will use and apply the proceeds from the sale of said certificates to the payment of the cost of such improvement and that it will not hereafter create any additional or other liens or charges against the electric plant and system or issue additional obligations payable from the revenues of the plant except as herein provided and unless such liens and charges and obligations shall be expressly made a junior inferior claim and charge on the revenues of said plant. (b) It will continue to operate the electric plant and system as a revenue producing utility and will cause the electric plant and system to be maintained in good and efficient operating condition, and will not sell or otherwise dispose of any part of the plant or system unless replaced with some other part of equal utility. (c) Until the principal and interest on the certificates shall be paid in full, it will collect rates and charges now imposed for electric service and will give no free service and the village shall pay the regular rates for all electric services furnished to the village in accordance with the existing schedule of rates and charges. (d) It will cause all income and revenues derived from the operation of the electric plant and system to be credited to a special fund and no payment shall be made therefrom except expenditures rightfully incurred in the normal operation of the electric plant and system, including upkeep, repairs, and maintenance and the principal and interest on obligations heretofore issued or herein authorized and will cause all funds in excess of those required for operation, upkeep, repairs and maintenance and in payment of principal and interest as herein provided, to be credited to the special surplus account. (e) It will cause proper books of record and account to be kept in which true and correct entries shall be made of all electric rates and charges imposed or required to be imposed and of all collections and receipts therefrom and the application thereof to the Electric Revenue Fund, and of all expenditures therefrom. Said books of account shall be open to inspection and copying of any holder of obligations hereunder, his agent or attorney, and the Village Clerk shall upon request furnish certified copies of any portion thereof upon receipt of a reasonable fee for such copies. (f) It will procure and keep in force insurance upon the electric plant and the machinery and equipment therein against loss or damage by fire, tornado, windstorm, flood or other causes customarily insured against with an insurer or insurers in good standing, in such amounts as the Council shall determine will be required adequately to protect the village and the holders of certificates from loss due to such casualty and in event of any such loss, the proceeds from such insurance shall be used to repair or restore said plaint. 10. The Clerk and Treasurer are hereby authorized and directed to prepare and furnish the purchasers of the certificates and their attorneys certified copies of all ordinances and resolutions of the village relating to the electric plant and system and the issuance of the certificates or other obligations and all other proceedings or records showing the right, power and authority of the village to issue the same and to provide the security thereof, and such certified copies and certificates shall be deemed representations of the village as to all facts stated therein. 11. Each and all of the terms and provisions of this resolution shall be and constitute a covenant on the part of the village to and with each and every holder from time to time of the certificates issued thereunder. The motion for the adoption of the foregoing resolution was duly seconded by Member Leger and upon vote being taken thereon the following voted YEA: Leger, Skellenger, Briggs And the following voted NAY: none Whereupon said resolution was declared duly passed and adopted STATE OF MINNESOTA COUNTY OF SHERBURNE VILLAGE OF ELK RIVER I, the undersigned, being the duly qualified and acting Clerk of the Village of Elk River, Minnesota, do hereby certify that the attached and foregoing is a full, true, and correct copy of an extract of minutes of a meeting of the Village Council of the Village of Elk River held on the ___ day of January, 1947, insofar as the same relates to $225,000 Electric Revenue Certificates of Indebtedness of said Village. th WITNESS My hand and the seal of said Village this 29 day of January, 1947. H.A. Briggs, Village Clerk, Elk River, Minnesota Meeting adjourned. H.A. Briggs Clerk