Loading...
02-02-1948 VCM Extract of Minutes Extract of Minutes of Meeting of the VILLAGE OF ELK RIVER COUNCIL MEETING February 2, 1948 The Village Council of the Village of Elk River, Minnesota met in regular session at the Municipal Building in said Village on February 2, 1948, at 8:00 P.M. The following members were present: Dan Bailey, H.A. Briggs, Clerk, Oscar Odegard, Mayor And the following were absent: Elmer Leger, R.A. Ellingson Member Bailey introduced the following resolution and moved its adoption: RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $25,000 ELECTRIC LIGHT AND POWER PLANT AND SYSTEM REVENUE CERTIFICATES, SERIES OF 1948 WHEREAS, the Village of Elk River has heretofore issued, sold and delivered its Electric Light and Power Plant and System Revenue Certificates in the aggregate principal amount of $225,000, dated January 1, 1947, bearing interest at the rate of 2% per annum payable semiannually on January 1 and July 1 of each year, and maturing serially in the among of $5000 on January 1 and July 1 in each of the years 1948 through 1955, $10,000 on January 1 and July of each of the years 1956 through 1961 and on January 1, 1962 and $15,000 on July 1, 1962, and with further terms and covenants as provided in the resolution adopted by this council on January 29, 1947, entitled “Resolution Providing for the Sale of Electric Revenue Certificates” and WHERAS, in and by said resolution of January 29, 1947, the village has made, among others, the following covenants with and for the benefit of the holders from time to time of said certificates: (a) That the entire revenues of the municipal electric plant and system shall be credited to the Electric Revenue Fund, from which fund shall be paid all expenses of operation, repairs and maintenance in accordance with past practices of the village; (b) That there shall be credited each month to a special Interest and Sinking Account within said Electric Revenue Fund one-sixth of the amount required to pay principal and interest due on said revenue certificates on the next ensuing interest payment date; (c) That the net revenues of said plant and system shall be determined by deducting from the gross revenues all expenses of operation, repairs and maintenance and principal and interest outstanding obligations issued for the purchase or improvement of said plant and system, including said revenue certificates; (d) That such revenues shall be determined at least twice yearly and credited to a special Reserve Account within said Electric Revenue Fund, which Reserve Account shall be used only for the purpose of paying principal and interest on said revenue certificates, provided, 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 month period, any such excel may be used in any manner that this council may direct; and (e) That the village shall not create any additional or other liens or charges against the electric plant and system, or issue additional obligations payable from the revenues thereof, except as in said resolution provided, unless such liens, charges or obligations are expressly made a junior and inferior claim and charge on said revenues; and WHEREAS, the Village has duly performed all of the covenants in said resolution contained, and there is now in the Reserve Account of said Electric Revenue Fund an amount in excess of the principal and interest requirements on said Electric Light and Power Plant and System Revenue Certificates during the period of twelve months from the present date; and WHEREAS, the revenues of said electric plant and system are more than sufficient to pay all expenses of operation, repairs and maintenance and the principal and interest on all outstanding obligations issued for the purchase or improvement of said plant and system, and also to pay the principal of and interest on the additional obligations herein authorize, when and as such principal and interest become due; and WHEREAS, the village has used and applied the proceeds of sale of said revenue certificates to the payment of the cost of the improvement authorized by said resolution of January 19, 1947, and it has been found and determined that the total cost of completion of said improvement in such manner as to provide adequate and satisfactory electric service will be approximately $250,000, which cost exceeds the original estimate thereof by $25,000, due to increases in cost of materials and additional work and materials required to repair the tunnel connecting the hydro and diesel generating facilities and to erect lines to serve additional consumers of electricity; and WHEREAS, it is necessary for the village to provide for the payment of said additional costs by the issuance of the additional obligations herein authorized, as a lien and charge on the revenues of said plant and system junior to the lien of the revenue certificates heretofore issued and sold, NOW, THEREFORE, BE IT RESOLVED by the Village Council of the Village of Elk River, as follows: 1. It is hereby found, determined and declared that each and all of the statements contained in the preamble hereof are true and correct, and said preamble is hereby made a part hereof. 2. The village shall forthwith issue its negotiable coupon Electric Light and Power Plant and System Revenue Certificates, Series of 1948, dated February 1, 1948, in the aggregate principal amount of $25,000. Said certificates shall be 25 in number and numbered from 1 to 25, inclusive, each in the denomination of $1000, bearing interest at the rate of 3 ¼% per annum, payable semiannually on February 1 and August 1 of each year, and maturing serially on February 1 in the amount of $2000 in each of the years 1952 through 1956 and $5000 in each of the years 1957 through 1959. Certificates numbered 1 through 15 shall be payable at their respective stated maturity dates without option of prior payment. Certificates numbered 16 through 25 shall be each subject to redemption and prepayment at par and accrued interest, in inverse order of serial numbers, on February 1, 1957 and any interest payment date thereafter, upon notice of call mailed 30 days prior to the date specified for redemption, to the bank at which principal and interest are then payable and to the holder, if known, of each bond so to be redeemed. The village clerk shall maintain a register showing the names, addresses and certificate numbers of holders of redeemable certificates of said issue, so far as such information is available. Both principal of and interest on said certificates shall be payable at the main office of the Northwestern National Bank of Minneapolis, in Minneapolis, Minnesota, and the village shall pay, out of the revenues of said plant and system and as a cost of the operation thereof, the reasonable and customary charges of said paying agent for the receipt and disbursement of such principal and interest. 3. Said Electric Light and Power Plant and System Revenue Certificates, Series of 1948, 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 ELECTRIC LIGHT AND POWER PLANT AND SYSTEM REVENUE CERTIFICATE SERIES OF 1948 No. ____ $1000 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 Series of 1948 Interest and Sinking Account of its Electric Revenue Fund the sum of ONE THOUSAND DOLLARS on the first day of February, 19___, or, if this certificate is prepayable as stated below, on a date prior thereto which it shall have been duly called for redemption and prepayment, and to pay interest thereon out of said account, from the date hereof until said principal amount is paid or until this certificate, if prepayable, has been duly called for redemption, at the rate of three and one-quarter per cent (3 ¼%) per annum, payable semiannually on the first day of February and the first day of August in each year, interest to maturity being represented by and payable 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 the main office of the Northwestern National Bank of Minneapolis, at the City of Minneapolis, Minnesota, in any coin or currency of the United States of America which on the date of payment is legal tender for public and private debts. This certificate is one of a series in the total principal amount of $25,000, all of like date and tenor except as to maturity and redemption privilege, which certificates have been issued for the purpose of providing money to finance the construction of a necessary improvement to the municipal electric light and power plant and system, revenues of which are 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 law of the State of Minnesota, subject to the provisions of the resolution of the Village Council authorizing this issue, adopted February ___, 1948, and subject further to the provisions of the resolution adopted by said Council January 29, 1947, authorizing the issuance of $225,000 Electric Light and Power Plant and System Revenue Certificates, dated January 1, 1947, which certificates constitute a charge on the revenues of said plant and system prior to the charge thereon in favor of the certificates of this series. Certificates of this series bearing serial numbers 1 through 15 are payable at their respective stated maturity dates without option of prior payment. Certificates of this series bearing serial numbers 16 through 25, having stated maturity dates later than February 1, 1957, are each subject to redemption and prepayment at par and accrued interest, in inverse order of serial numbers, on said date and any interest payment date thereafter, upon notice of call mailed 30 days prior to the date specified for redemption, to the bank at which principal and interest are then payable and to the holder, if known, of each certificate so to be redeemed. Holders of prepay able certificates desiring to receive such notice must register their name, addresses, and certificate numbers 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 exist, to be done, to happen and to be performed precedent to and in the issuance of this certificate, do exist, have been done, have happened and have been performed in regular and due form, time and manner as required by law; that the Village of Elk River has acquired and now operates an electric light and power 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 the certificates of this series 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 Electric Revenue Fund and use the same for the payment of said certificates and prior obligations 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, except as provided in said authorizing resolution, which resolutions are hereby incorporated herein by reference. 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 said Council and the Village Clerk, and its corporate seal to be hereunto affixed, and has caused the interest coupons hereto attached to be executed and authenticated by the facsimile signatures of said officers all as of February 1, 1948. Attest: Village Clerk (SEAL) (Form of Coupon) No. ____ $16.25 On the first day of February (August), 19__, the Village of Elk River, Minnesota, will pay to bearer out of the Series of 1948 Interest and Sinking Account of its Electric Revenue Fund at the main office of Northwestern National Bank of Minneapolis, in Minneapolis, Minnesota the sum of SIXTEEN AND 25/100 DOLLARS for interest then due on its Electric Light and Power Plant and System Revenue Certificate, Series of 1948, dated February 1, 1948, No. ___. (Facsimile signature) Village Clerk (Facsimile signature) President, Village Council (Coupons numbered 21 and upward shall contain the clause “unless called for earlier redemption”) 4. 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 signatures of the president of this council and the clerk, and the corporate seal of the village shall be affixed thereto and the attached 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 purchaser thereof as hereinafter provided. 5. The offer of Shaughnessy and Company of St. Paul, Minnesota to purchase said certificates in the among of $25,000 at a price of par and accrued interest to date of delivery is hereby found and determined to be an offer favorable to the village and is hereby accepted, and the treasurer shall deliver said certificates to said purchaser upon receipt of the purchase price, and the purchaser shall not be required to see to the application thereof. 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. 6. Each and all of the provisions and covenants of said resolution of January 29, 1947 for the benefit of holders of the revenue certificates therein authorized, referred to below as “1947 certificates”, are hereby confirmed and made a part of the agreement of the village with each and all of the holders from time to time of the revenue certificates herein authorized, referred to below as “1948 certificates”. The village shall and does hereby further covenant and agree with and for the benefit of the holders from time to time of the 1948 certificates as follows: (a) There are hereby created and shall be maintained in the Electric Revenue Fund two separate and special accounts designated as the “Series of 1948 Interest and Sinking Account” and the “Series of 1948 Reserve Account”, respectively. (b) Each month, after payment of reasonable and necessary expenses of operation, repairs and maintenance and after credit of required amounts to the Interest and Sinking Account for the 1947 certificates, there shall be credited to the Series of 1948 Interest and Sinking Account an amount equal to one-sixth of the amount required to pay principal and interest due on the 1948 certificates on the next ensuing interest payment date, and said account shall be used solely to pay such principal and interest. (c) At least twice yearly, upon determination of the net revenues of said plant and system, any excess of such revenues over and above amounts required to be credited to the Reserve Account for the 1947 certificates shall be credited to the Series of 1948 Reserve Account, until there shall be created in the latter account a reserve in the among of $5500; which reserve shall be used only when and if moneys in the Series of 1948 Interest and Sinking Account are insufficient to pay maturing principal of or accrued interest in the 1948 certificates, and if so used shall be restored to said amount of $5500 out of the next net revenues thereafter received. (d) In the event that the moneys in the 1948 Interest and Sinking and Reserve Accounts are insufficient to pay principal of and interest on the 1948 certificates which shall then be due, 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, in have all of the rights, remedies, powers and privileges granted by law for the enforcement of their rights and collection of such principal and interest. The holders of a majority of the 1948 certificates then outstanding may, in event of such default, agree to a refunding of the 1948 certificates which shall be binding upon all holders thereof, provided that any holders who do not consent may declare their certificates due and payable. In the event that there shall be insufficient funds to pay the 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 outstanding 1948 certificate, and may exchange the same for such maturing certificate. (e) The village will not hereafter create any additional or other liens or charges against the electric light and power plant and system or issue additional obligations payable from the revenues of said plant and system, except as provided in subparagraph (d) hereof, unless (1) such liens, charges or obligations shall be expressly made a junior and inferior claim and charge on said revenues, or (2) the revenues of said plant and system, less expenses of operation, repairs and maintenance, for each of two years next preceding the issuance of such additional obligations shall have been in an amount at least 1 ½ times the average of the annual principal and interest requirements of the remainder of the term of the 1948 certificates on all outstanding 1947 and 1948 certificates, plus such additional obligations so to be issued and theretofore or then made payable from said revenues; provided, that such additional obligations are issued to pay for necessary improvements to or extensions of the electric light and power plant and system, and the lien thereof shall not be superior to the lien and charge in favor of the then outstanding 1948 certificates. (f) The village will cause said improvement to be constructed and completed and will use and apply the proceeds from the sale of the 1948 certificates to the payment of the cost of such improvement, and will continue to operate said plant and system as a revenue producing utility and will cause the same to be maintained in good and efficient operating condition and will not sell or otherwise dispose of any part thereof unless replaced with some other part of equal utility. (g) The village will continue to impose and collect rates, charges and penalties for the services, products and by-products furnished by said plant and system to the village and to its inhabitant s and other customers, which shall be in amounts and according to schedules such that the aggregate thereof paid into the Electric Revenue Fund will be sufficient to pay all expenses of operation, repairs and maintenance and to provide annually excess revenues in an amount at least 1 ¼ times the average of the annual principal and interest requirements for the remainder of the term of the 1948 then outstanding and sufficient also to maintain the reserves for said 1947 and 1948 certificates as provided in this resolution and in said resolution of January 19, 1947. (h) The village will cause all income and revenues derived from the operation of the electric light and power plant and system to be credited to the Electric Revenue Fnd, and no payment shall be made therefrom except expenditures rightfully incurred in the normal operation of said 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 such purposes to be credited to the special surplus account. (i) The village will cause proper books of record and a count 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 the separate accounts therein, and of all expenditures therefrom. Said books of account shall be open to inspection or copying by any holder of obligations issued 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. (j) The village will procure and keep in force insurance upon the electric light and power plant and system, 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 outstanding 1947 and 1948 certificates from loss due to such casualty, and in event of any such loss and proceeds from such insurance shall be used to repair or restore said plant and system. 7. The clerk and treasurer are hereby authorized and directed to prepare and furnish to the purchaser of said 1948 certificates and the attorneys approving the legality of the issuance thereof, certified copies of all ordinances and resolutions of the village relating to the electric plant and system, and the issuance of the 1948 certificates and prior obligations, and all other proceedings or records showing the right, power and authority of the village to issue the same and to provide for the security thereof, and all such certified copies and certificates shall be deemed representations of the village as to all facts stated therein. 8. 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 hereunder. O.A. Odegard, President, Village Council Attest: H.A. Briggs, Village Clerk The motion for the adoption of the foregoing resolution was duly seconded by Member Briggs, and upon vote being taken thereon, the following voted YEA: And the following voted NAY: Whereupon said resolution was declared duly passed and adopted, and the President approved and signed the same, which was attested by the Clerk. STATE OF MINNESOTA COUNTY OF SHERBURNE I, the undersigned, being the duly qualified and acting Clerk of the Village of Elk River, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes with the original thereof on file and of record in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Village Council of said Village duly called and held on the date therein indicated so far as such minutes relate to the issuance of the Electric Light and Power Plant and System Revenue Certificates, Series of 1948, of said Village. rd WITNESS my hand and the seal of said Village this 3 day of February 1948. H.A. Briggs, Village Clerk (SEAL)