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02-19-1949 VCM Extract of Minutes Extract of Minutes of Meeting of the VILLAGE OF ELK RIVER COUNCIL MEETING February 19, 1948 Pursuant to due call and notice thereof, the Village Council of the Village of Elk River, Minnesota, met in Special session at the Municipal Building in said Village on February 19, 1949, at 2 o’clock P.M. The following members were present: Mayor O.A. Odegard, Trustees E.A. Parent, R.A. Ellingson, Dan Bailey and Clerk – H.A. Briggs. And the following were absent: None Trustee Ellingson introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING ISSUANCE AND SALE OF $70,000 ELECTRIC LIGHT AND POWER PLANT AND SYSTEM REVENUE CERTIFICATES, SERIES OF 1949 BE IT RESOLVED by the Village Council of the Village of Elk River, Minnesota, as follows: 1. This Council has investigated the facts necessary to ascertain and does hereby find, determine and declare: 1.1 That the Village of Elk River has heretofore duly acquired and now owns and operates a municipal electric light and power plant and system as a revenue producing public convenience and utility, which system, under the ordinances, resolutions and by-laws of the village is within the sole and exclusive jurisdiction and control of this Council. 1.2 That said Village has heretofore issued, sold and delivered its Electric Light and Power Plant and System Revenue Certificates dated January 1, 1947, in the principal amount of $225,000, no reduced to $210,000, with terms and conditions as provided in the resolution adopted by this Council on January 29,1947, entitled “Resolution Providing for the Sale of Electric Revenue Certificates” which resolution is by reference incorporated herein and made a part hereof; and that the Village has duly performed all of the covenants contained in said resolution, and has promptly made all payments of principal and interest when due on said revenue certificates, and there are now in the Reserve Account, created by said resolution, in the Electric Revenue Fund of the Village moneys in excess of the principal and interest requirements of said revenue certificates during the period of twelve months from the present date. 1.3 That said revenue certificates of January 1, 1947 were issued for the purpose of providing moneys to pay the cost of necessary improvements to the electric light and power plant and system and due to rising costs of materials and labor and the necessity of effecting major repairs to the existing generating facilities in order to complete and install said improvements, the total cost of said improvements will exceed the amount heretofore estimated by not less than $70,000. 1.4 That this Council did by resolution adopted February 2, 1948 authorize the issuance and sale of additional Electric Power Plant and System Revenue Certificates, Series of 1948, dated February 1, 1948, in the principal amount of $25,000 for the purpose of paying the additional cost of said improvements as estimated at that time, which revenue certificates were sold to Shaughnessy & Company, Inc., of St. Paul, Minnesota, and said purchaser has consented to the refunding of said revenue certificates, Series of 1948, and has agreed to purchase the revenue certificates hereinafter authorized in the principal amount of $70,000 at a price of par and accrued interest and with further terms and conditions as hereinafter set forth, and as part payment of such purchase price has agreed to deliver to the Village said $25,000 Revenue Certificates, Series of 1948; which agreement is deemed favorable to and in the best interests of the Village, and shall be and is hereby approved, ratified and confirmed. 1.5 That the Village has no outstanding general or special indebtedness constituting a lien or charge on the revenues of said plant and system, other than said revenue certificates dated January 1, 1947 and February 1, 1948, except reasonable and current expenses of the operation and maintenance thereof, and the revenues reasonably anticipated to be received during the period for which the additional revenue certificates herein authorized shall be outstanding will be more than sufficient to meet all costs of operation and maintenance of said plant and system, and to meet all payments of principal and interest on said revenue certificates dated January 1, 1947 and on the revenue certificates herein authorized as such payments become due, and to create and maintain the required reserves therefor. 1.6 That it is necessary and expedient that the Village forthwith issue, sell and deliver to said purchaser its Electric Light and Power Plant and System Revenue Certificates, Series of 1949, in the total principal amount of $70,000, for the purpose of refunding, paying and redeeming said revenue certificates dated February 1, 1948, and of providing additional moneys to pay the costs of said improvements heretofore determined to be made, in accordance with the plans and specifications therefor heretofore approved by this Council, and 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 precedent to the issuance of such revenue certificates have been done, do exist, have happened and have been performed in regular and due form, time and manner as so required. 2. Said Electric Light and Power Plant and System Revenue Certificates, Series of 1949, shall be dated February 1, 1949, shall be 70 in number and numbered from 1 to 70, inclusive, each in the denomination of $1000, shall bear interest at the rate of 3.30% per annum, payable semiannually on February 1 and August 1 of each year, and shall be payable as to both principal and interest at the main office of the First National Bank of St. Paul, in St. Paul, Minnesota, and the Village hereby agrees to pay the reasonable and customary charges of said paying agent for the receipt and disbursement of such principal and interest, which charges shall be accounted for as an operating expense of said plant and system. Said certificates shall all mature on August 1, 1963, but shall be each subject to redemption and prepayment at the option of the Village on February 1, 1954 and any interest payment date thereafter, in inverse order of serial numbers, at a price of par and accrued interest plus a premium for each certificate so redeemed, computed as follows: The premium for redemption of any certificate on February 1, 1954 shall be $35,000, and said required premium shall decrease by $2.50 on each consecutive interest payment date thereafter until February 1, 1961, on which date and any subsequent interest payment date each and all of said certificates shall be redeemable at par and accrued interest. The Village Clerk shall maintain a register showing the names, addresses and certificate numbers of holders of revenue certificates of said series, so far as such information is made available to him, and shall mail notice, at least thirty days prior to the date specified for redemption of any of said certificates to the holder, if known, and to the bank at which principal and interest are then payable. 3. Said revenue certificates and the interest coupons to be thereto attached 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 SYSTEMS REVENUE CERTIFICATE SERIES OF 1949 NO:___ $1,000 KNOW ALL MEN BY THESE PRESENTS that the Village of Elk River, a duly organized municipal corporation of Sherburne County, Minnesota, hereby certifies that it has obligated itself to pay to bearer, but solely out of the net revenues of its electric light and power plant and system the st sum of ONE THOUSAND DOLLARS on the 1 day of August, 1963, or on a date prior thereto on which this certificate shall have been duly called for redemption and prepayment as stated below, and to pay interest thereon, out of the said net revenues, from the date hereof until said principal amount is paid, or until this certificate has been duly called for redemption, at the rate of three and st thirty hundredths per cent (3.30%) per annum, payable semiannually on the 1 day of February and st the 1 day of August of each year, interest to maturity being represented by and payable in accordance with and upon presentation and surrender of the interest coupons hereto attached. Both principal and interest are payable at the main office of the First National Bank of St. Paul, in St. Paul, 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 $70,000, all of like date and tenor except as to serial number, which certificates have been issued to the among of $45,000 for the purpose of providing money to finance the construction of necessary improvements to the municipal electric light and power plant and system, and to the amount of $25,000 for the purpose of refunding a like amount of valid outstanding revenue certificates heretofore issued for such improvements, all pursuant to resolutions duly adopted by the Village Council and pursuant to and in full conformity with the Constitution and Laws of the State of Minnesota thereunto enabling. The certificates of this series are payable solely from the net revenues of said plant and system, subject to the prior lien and charge on said revenues of the Village’s Electric Light and Power Plant and System Revenue Certificates dated January 1, 1947, and this certificate does not constitute a general indebtedness of the Village within the meaning of any constitutional or statutory limitation, and the general credit and taxing powers of the Village are not pledged for the payment thereof. The Certificates of this series are each subject to redemption and prepayment at the option of the Village, in inverse order of serial numbers, on February 1, 1954 and on any interest payment date thereafter at a redemption price of par and accrued interest plus a premium of $35 for each certificate so redeemed on February 1, 1954, which required redemption premium will decrease by $2.50 on each consecutive interest payment date thereafter until February 1, 1961, on which date and any subsequent interest payment date each and all of said certificates then outstanding will be redeemable at a price of par and accrued interest. The Village will mail notice of call at least thirty days prior to the date specified for redemption of any of said certificates to the holder, if known, and to the bank at which principal and interest are then payable, if known, and to the bank at which principal and interest are then payable. Holders of said certificates desiring to receive such notice must register their names, addresses and certificate numbers with the Village Clerk. 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 happen, to exist and to be performed precedent to and in the issuance of this certificate, to make it a valid and binding special obligation of the Village according to its terms, have been done, have happened, do exist and have been performed in due form, time and manner; that said improvements will be completed within the amount of funds presently available therefor, including the proceeds of sale of the certificates of this series; that until full payment of said certificates and interest thereon the Village will continue to own and operate said plant and system and will grant no franchise to any plant or system for the furnishing of like services to the Village or its inhabitants in competition therewith; that all revenues and income received in respect of light, heat, power and other utility services, paid into the Electric Revenue Fund of the Village, and from said revenues shall be paid all, but only, the normal, reasonable and current costs of operation and maintenance of said plant and system, determined in accordance with sound accounting practices, and amounts required to pay the principal of and interest on said revenue certificates of January 1, 1947 and to maintain the agreed reserve therefor, and the remainder shall constitute the net revenues pledged to the payment of the revenue certificates of this issue; that out of said net revenues there shall be credited and paid each month into a separate and special Interest Account, Reserve Account and Sinking Account within said fund sufficient moneys to provide for the prompts and full payment of the principal of and interest on said certificates as such payments become due and to create and maintain a reserve for such purpose; that the Village will at all times maintain and collect rates and charges for all services, products and by-products of said plant and system in amounts and according to schedules sufficient to product net revenues adequate for said payments, and will grant no free service; that it will issue or incur no additional obligations payable from said net revenues unless the lien thereof shall be expressly made junior and subject to the lien and charge on said net revenues in favor of the certificates of this issue; all as more fully set forth in the resolution adopted Feb 19, 1949, entitled “Resolution Authorizing Issuance and Sale of $70,000 Electric Light and Power Plant and System Revenue Certificates, Series of 1949”, to which authorizing resolution reference is hereby made for further details and other covenants with respect thereto. IN WITNESS WHEROF the Village of Elk River, Sherburne County, 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 attested by the Village Clerk and its corporate seal to be hereunto affixed and the attached interest coupons to be executed and authenticated by the facsimile signatures of said officers, and has caused this certificate to be dated as of February 1, 1949. O.A. Odegard, President of Village Council Attest: H.A. Briggs, Village Clerk (Form of Coupon) No. ____ $16.50 st On the 1 day of February (August) the Village of Elk River, Sherburne County, Minnesota, will pay to bearer out of the net revenues of its electric light and power plant and system the sum of SIXTEEN AND 50/100 DOLLARS lawful money of the United States of America at the main office of the First National Bank of St. Paul, in St. Paul, Minnesota for interest then due on its Electric Light and Power Plant and System Revenue Certificates, Series of 1949, dated February 1, 1949, No. ____. (Facsimile signature) Village Clerk (Facsimile signature) President of Village Council (Coupon numbered 11 and upwards shall also contain the phrase: “Unless called for earlier redemption”.) 4. Said certificates shall be prepared for execution under the direction of the Village Clerk and shall be executed on behalf of the Village by the signature of the President of this Council and attested by the Village Clerk, and the 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 by the Village Treasurer to the purchaser thereof upon payment of the purchase price as hereinabove provided, and said purchaser shall not be obligated to see to the application of such purchase price, but said revenue certificates dated February 1, 1948, received as part of said purchase price, shall be redeemed and cancelled, and the remainder of said purchase price shall be applied solely to the payment of the costs of the improvements hereinabove described. 5. The Village of Elk River shall and does hereby covenant and agree with the purchasers and holders from time to tome of said Electric Light and Power Plant and System Revenue Certificates, Series of 1949, as follows: 5.1 It will fully and promptly perform each and all of the covenants contained in the foregoing form of revenue certificate, and also each and all of the provisions and covenants in said resolution dated January 29, 1947, referred to in paragraph 1.2 hereof. 5.2 It will maintain in the Electric Revenue Fund of the Village three separate and special accounts, to be designated as “Series of 1949 Interest Account”, “Series of 1949 Reserve Account”, and “Series of 1949 Sinking Account”, respectively. 5.3 Each month, after payment of reasonable and necessary expenses of operation, repairs and maintenance of said plant and system and after credit of required amounts to the Interest and Sinking Account for said revenue certificates dated January 1, 1947, there shall be credited to said Series of 1949 Interest Account an amount equal to one-sixth of the amount required to pay interest on the revenue certificates herein authorized on the ensuing interest payment date and moneys in said account shall be used solely to pay such principal and interest. 5.4 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 said certificates dated January 1, 1947, shall be credited to the Series of 1949 Reserve Account, until there shall have been created in the latter account a reserve in the amount of $10,000; which reserve shall be used only when and if moneys in the said Interest Account are insufficient to pay interest due on the revenue certificates herein authorized, and if so used, shall be restored to said amount of $10,000 out of the next net revenue thereafter received; provided, that on or after August 1, 1963 remaining moneys in said Reserve Account may be used to pay principal as well as interest on revenue certificates herein authorized if such moneys then on hand are sufficient to pay the full principal of and accrued interest on all such certificates then outstanding. 5.5 Not less than 25% of all net revenues remaining after credit of the amounts hereinabove provided to the Interest Account and the Reserve Account shall be paid and credited into the Series of 1949 Sinking Account. Moneys in said account may be used on and after February 1, 1954 to prepay and redeem revenue certificates issued hereunder at their current call price as provided in paragraph 2 hereof, or to purchase any such certificates at a price lower than the call price effective on the redemption date next following such purchase. A sufficient amount of net revenues in excess of the requirements of the interest and reserve accounts shall in any event be paid and credited into said Sinking Account so as to permit payment or redemption of each and all of the revenue certificates herein authorized on or before August 1, 1963. 5.6 In the event that on August 1, 1963 the moneys in said Sinking Account, together with any moneys available in said Reserve Account as hereinabove provided, are insufficient to pay the full principal of all outstanding certificates issued hereunder, the moneys in said Sinking Account shall be applied in payment of principal in accordance with the serial order of the outstanding certificates, lowest number first. 5.7 The Village will not hereafter issue or incur any additional obligations payable from said net revenues, unless such obligations shall be expressly made junior and subject to the lien and charge on said net revenues in favor of the certificates issued hereunder. 6. The officers of the Village are hereby authorized and directed to prepare and furnish to said purchaser and to the attorneys approving the legality of the issuance of said revenue certificates certified copies of all ordinances and resolutions of the Village relating to the light and power plant and system and the issuance of said revenue certificates and prior obligations, and such other certificates and affidavits as may be required to show the right, power and authority of the Village to issue said revenue certificates and to provide for the security thereof, and all such certified copies, certificates and affidavits shall be deemed representations of the Village as to all matters stated therein. 7. Each and all of the terms and provisions of this resolution shall be and constitute a covenant on the part of the Village with and for the benefit of each and every holder from time to time of the certificates issued hereunder. O.A. Odegard, President of village council H.A. Briggs, Village Clerk The motion for the adoption of the foregoing resolution was duly seconded by Trustee Bailey and upon vote being taken thereon, the following Trustees voted YEA: Ellingson, Bailey, Parent, Briggs And the following voted NAY: None Whereupon said resolution was declared duly passed and adopted and was signed by the President, which was attested by the Clerk. STATE OF MINNESOTA COUNTY OF SHERBURNE I, the undersigned, being the duly qualified and acting Village Clerk of the Village of Elk River, Minnesota, do hereby certify that I have compared the attached and foregoing extract of minutes with the original minutes on file and of record in my office, and that the same is a full, true and correct 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 $70,000 Electric Light and Power Plant and System Revenue Certificates, Series of 1949, of said Village. th WITNESS my hand and the seal of said Village this 19 day of February, 1949. H.A. Briggs, Village Clerk (Seal)