99-092 RESEXTRACT OF MINUTES OF A MEETING OF THE
CITY COUNCIL OF THE CITY OF
ELK RIVER, MINNESOTA
Pursuant to due call and notice thereof, a regular or
special meeting of the City Council of the City of Elk River,
Minnesota, was duly held in the Elk River City Hall on November
22, 1999, commencing at 6:00 P.M., C.T., in part for the purpose
of considering the offers which had been received for the
purchase of the City's General Obligation Improvement Refunding
Bonds, Series 1999B.
The following Councilmembers were present:
and the following were absent:
There was then presented a tabulation of the offers
which had been received in the manner specified in the Terms of
Proposal for the Bonds. The offers were as follows:
1079939.2
Councilmember Dietz then introduced the
following Resolution and moved its adoption:
RESOLUTION NO. 92
RESOLUTION PROVIDING FOR THE
ISSUANCE AND SALE OF THE CITY'S GENERAL
OBLIGATION IMPROVEMENT REFUNDING
BONDS, SERIES 1999B
WHEREAS, the City has received bids for the purchase of its
General Obligation Improvement Refunding Bonds, Series 1999B.
NOW, THEREFORE, BE IT RESOLVED by the City Council (the
"Council") of the City of Elk River, Minnesota (the "City"), as
follows:
1. Findinqs. It is hereby determined:
(a) The City issued its $3,495,000 General Obligation
Improvement Bonds, Series 1994A, dated June 1, 1994 (the
"Prior Bonds"), to finance assessable public improvements
(the "Improvements") in the City.
(b) The Council believes it to be in the City's best
interest to consider a refunding of the Prior Bonds.
(c) The Prior Bonds are subject to prepayment on
February 1, 2001, at the option of the City at the
redemption price of par plus accrued interest.
(d) The refunding of the Prior Bonds is consistent
with covenants made with the holders thereof and is
necessary and desirable for and will result in the reduction
of debt service cost to the City.
(e) It is necessary and expedient to issue the City's
General Obligation Improvement Refunding Bonds, Series 1999B
(the "Bonds"), to provide (together with other available
funds of the City to be used for such purposes) moneys for a
crossover refunding of the $1,770,000 of the principal of
the Prior Bonds maturing after February 1, 2001 (which Prior
Bonds are sometimes referred to herein as the "Refunded
Bonds").
(f) There has been presented to the City the form of a
certain Escrow Agreement, dated as of December 1, 1999 (the
"Escrow Agreement"), which is to be executed and delivered
by and between the City and the Escrow Agent thereunder in
connection with the issuance of the Bonds and which
provides, in accordance with its terms and the terms of this
Resolution, for the deposit and investment within the Escrow
Account thereunder of proceeds of the Bonds for subsequent
disbursement by the Escrow Agent thereunder.
~079939.2 2
(g) The Council desires that the Bonds be issued in
Book Entry Only Form, as hereinafter described.
2. Acceptance of Offer. The offer of
(the "Purchaser"), to purchase the City's General Obligation
Improvement Refunding Bonds, Series 1999B, dated December 1, 1999
(the "Bonds" or individually a "Bond"), at the rates of interest
and upon the'other terms set forth in this Resolution, and to pay
therefor the sum of $ plus interest accrued to
settlement, is hereby accepted.
3. Title; Original Issue Date; Denominations; Maturities;
Book Entry Bonds.
(a) The Bonds shall be titled "General Obligation
Improvement Refunding Bonds, Series 1999B," shall be dated
December 1, 1999, as the date of original issue and shall be
issued forthwith on or after such date as fully registered
bonds. The Bonds shall be numbered from R-1 upward in the
denomination of $5,000 each or in any integral multiple
thereof of a single maturity. The Bonds shall mature on
February 1 in the years and amounts as follows:
Year Amounts
2002.
2003
2004
In lieu of the foregoing serial maturity schedule, at the
request of the Purchaser, if permitted, one or more term
Bonds may be delivered having mandatory sinking fund
redemptions corresponding to the applicable amounts above.
(b) Book Entry Only System. The Depository Trust
Company, a limited purpose trust company organized under the
laws of the State of New York, or any of its successors to
its functions hereunder (the "Depository"), will act as
securities depository for the Bonds, and to this end:
(i) The Bonds shall be initially issued and, so
long as they remain in book entry form only (the "Book
Entry Only Period"), shall at all times be in the form
of a separate single fully registered Bond for each
maturity of the Bonds; and authorized denominations for
each maturity of Bonds shall be deemed to be limited
during the Book Entry Only Period to the outstanding
principal amount of that maturity. While in such book
entry form, the Bonds are sometimes hereinafter
referred to as being in "Book Entry Only Form."
1079939 .2 3
(ii) Upon initial issuance, ownership of the
Bonds shall be registered in a bond register maintained
by the Bond Registrar described in this Resolution in
the name of CEDE & CO., as the nominee (it or any
nominee of the existing or a successor Depository, the
"Nominee").
(iii) With respect to the Bonds, neither the City
nor the Bond Registrar shall have any responsibility or
obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds
Bonds as securities depository (the "Participant") or
to the person for which a Participant holds an interest
in the Bonds shown on the books and records of the
Participant (the "Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the City,
nor the Bond Registrar, shall have any such
responsibility or obligation with respect to (A) the
accuracy of the records of the Depository, the Nominee
or any Participant with respect to any ownership
interest in the Bonds, or (B) the delivery to any
Participant, any Beneficial Owner or any other person,
other than the Depository, of any notice with respect
to the Bonds, including any notice of redemption, or
(C) the payment to any Participant, any Beneficial
Owner or any other person, other than the Depository,
of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the
consent given or other action taken by the Depository
as the registered owner of any Bonds (the "Holder").
For purposes of securing the vote or consent of any
Holder under this Resolution, the City may, however,
rely upon an omnibus proxy under which the Depository
assigns its consenting or voting rights to certain
Participants to whose accounts the Bonds are credited
on the record date identified in a listing attached to
the omnibus proxy.
(iv) The City and the Bond Registrar may treat as
and deem the Depository to be the absolute owner of the
Bonds for the purpose of payment of the principal of
and premium, if any, and interest on the Bonds, for the
purpose of giving notices of redemption and other
matters with respect to the Bonds, for the purpose of
obtaining any consent or other action to be taken by
Holders for the purpose of registering transfers with
respect to such Bonds, and for all purpose whatsoever.
The Bond Registrar, as paying agent hereunder, shall
pay all principal of and premium, if any, and interest
on the Bonds only to or upon the Holder or the Holders
of the Bonds, as shown on the Bond Registrar's bond
register, and all such payments shall be valid and
effective to fully satisfy and discharge the City's
obligations with respect to the principal of and
1079939 .2 4
premium, if any, and interest on the Bonds to the
extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond
Registrar of written notice to the effect that the
Depository has determined to substitute a new Nominee
in place of the existing Nominee, and subject to the
transfer provisions in paragraph 11 hereof, references
to the Nominee hereunder shall refer to such new
Nominee.
(vi) So long as any Bond is registered in the
name of a Nominee, all payments with respect to the
principal of and premium, if any, and interest on such
Bond and all notices with respect to such Bond shall be
made and given, respectively, by the Bond Registrar or
the City, as the case may be, to the Depository as
provided in the Blanket Issuer Letter of
Representations required by the Depository as a
condition to its acting as book-entry Depository for
the Bonds (said Blanket Issuer Letter of
Representations, together with any replacement thereof
or amendment or substitute thereto, including any
standard procedures or policies referenced therein or
applicable thereto respecting the procedures and other
matters relating to the Depository's role as book-entry
Depository for the Bonds, are collectively hereinafter
referred to as the ,'Blanket Issuer Letter of
Representations").
(vii) Ail transfers of beneficial ownership
interests in each Bond issued in book-entry form shall
be limited in principal amount to authorized
denominations and shall be effected by the Depository
with the Participants for recording and transferring
the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other
communication to be provided to the Holders pursuant to
this Resolution by the City or the Bond Registrar with
respect to any consent or other action to be taken by
Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other
action as the record date for such consent or other
action; provided, that the City or the Bond Registrar
may establish a special record date for such consent or
other action. The City or the Bond Registrar shall, to
the extent possible, give the Depository notice of such
special record date not less than 30 calendar days in
advance thereof to the extent possible.
(ix) Any successor Bond Registrar, in its written
acceptance of its duties under this Resolution and any
paying agency registrar agreement, shall agree to take
any actions necessary from time to time to comply with
1079939.2 5
the requirements of the Blanket Issuer Letter of
Representations.
(x) In the case of a partial prepayment of a
Bond, the Holder may, in lieu of surrendering the Bond
for a Bond of a lesser denomination as provided in
paragraph 6 hereof, make a notation of the reduction in
principal amount on the panel provided on the Bond
stating the amount so redeemed.
(c) Termination of Book-Entry Only System.
Discontinuance of a particular Depository's services and
termination of the book-entry only system may be effected as
follows:
(i) The Depository may determine to discontinue
providing its services with respect to the Bonds at any
time by giving written notice to the City and
discharging its responsibilities with respect thereto
under applicable law. The City may terminate the
services of the Depository with respect to the Bonds if
the City determines that the Depository is no longer
able to carry out its functions as securities
depository or the continuation of the system of book-
entry transfers through the Depository is not in the
best interests of the City.
(ii) Upon termination of the services of the
Depository as provided in the preceding paragraph, and
if no substitute securities depository is willing to
undertake the functions of the Depository hereunder can
be found which, in the opinion of the City, is willing
and able to assume such functions upon reasonable or
customary terms, or if the City determines that it is
in the best interests of the City that the Beneficial
Owners be issued certificates for the Bonds, the Bonds
shall no longer be registered in the name of the
Nominee, but may be registered in whatever name or
names the Holder of the Bonds shall designate at that
time, in accordance with paragraph 11 hereof. To the
extent that the Beneficial Owners are designated as the
transferee by the Holders, in accordance with paragraph~
11 hereof, the Bonds will be delivered to the
Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit
or restrict the provisions of paragraph 11 hereof.
(d) Blanket Issuer Letter of Representations. The
City's execution and delivery of the Blanket Issuer Letter
of Representations in substantially the form on file in the
offices of the City is hereby affirmed and ratified. The
provisions in the Blanket Issuer Letter of Representations
are incorporated herein by reference and made fully a part
of this Resolution to the same extent as if set forth in
1079939 .2 6
full herein, and if and to the extent that any provisions of
this Resolution are inconsistent or in conflict with the
provisions of the Blanket Issuer Letter of Representations,
the provisions in the Blanket Issuer Letter of
Representations shall control.
4. Purpose~ Refundinq Findings. The Bonds shall provide
moneys for a crossover refunding of the City's Refunded Bonds.
It is hereby found, determined and declared that such refunding
is necessary or desirable for the reduction of debt service cost
to the City and/or the adjustment of the maturities of the Prior
Bonds in relation to the sources for their repayment, and will
result in a reduction of debt service cost to the City. All of
the proceeds, including all investment earnings thereon, of the
Prior Bonds have heretofore been expended by the City for the
types of uses and purposes for which the City issued said Prior
Bonds. The current and anticipated balances in the separate debt
service account heretofore established by the City for the
payment of the principal of and interest on the Prior Bonds have
been taken into account in appropriately sizing the Bonds. The
present value of the dollar amount of the debt service on the
Bonds is lower by at least 3% than the present value of the
dollar amount of the debt service on the Refunded Bonds, as
provided in Minnesota Statutes, Section 475.67, Subdivision 12.
The City has observed and complied with all of its obligations
and covenants made by the City in connection with the issuance of
the Prior Bonds.
5. Interest. The Bonds shall bear interest payable
semiannually on February 1 and August 1 of each year (each, an
"Interest Payment Date"), commencing August 1, 2000, calculated
on the basis of a 360-day year consisting of twelve 30-day
months, at the respective rates per annum set forth opposite the
maturity years, as follows:
Maturity Interest
Year Rate
2002
2003
2004
6. Redemption. The Bonds will not be subject to optional
redemption and prepayment prior to their respective stated
maturity dates.
If any of the Bonds are subject to mandatory sinking fund
redemption, to effect a partial redemption of Bonds having a com-
mon maturity date, the Bond Registrar, prior to giving notice of
redemption, shall assign to each Bond of that maturity a
distinctive number for each $5,000 of the principal amount of
such Bond. The Bond Registrar shall then select by lot, using
such method of selection as it shall deem proper in its
discretion, from the numbers so assigned to such Bonds, as many
numbers as, at $5,000 for each number, shall equal the principal
1079939.2 7
amount of such Bonds to be redeemed. The Bonds to be redeemed
shall be the Bonds to which were assigned numbers so selected;
provided, however, that only so much of the principal amount of
each such Bond of a denomination of more than $5,000 shall be
redeemed as shall equal $5,000 for each number assigned to it and
so selected. If a Bond is to be redeemed only in part, it shall
be surrendered to the Bond Registrar (with, if the City or Bond
Registrar so requires, ~a Written instrument of transfer in form
satisfactory to the City or Bond Registrar duly executed by the
registered owner thereof or by the registered owner's attorney,
duly authorized in writing) and the City shall execute (if
necessary) and the Bond Registrar shall authenticate and deliver
to the registered owner of such Bond, without service charge, a
new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or
denominations, as requested by such registered owner, in
aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
This paragraph shall apply only if any Bonds are subject to
mandatory sinking fund redemption.
7. Bond Reqistrar. , in
, is appointed to act as
bond registrar and transfer agent wi~h respect to the Bonds (the
"Bond Registrar") and shall do so unless and until a successor
Bond Registrar is duly appointed, all pursuant to any contract
which the City and Bond Registrar may execute and which is
consistent herewith. The Bond Registrar shall also serve as
paying agent unless and until a successor paying agent is duly
appointed. The principal of and interest on the Bonds shall be
paid to the registered owners (or record owners) of the Bonds in
the manner set forth in the form of Bond and paragraph 13 of this
Resolution.
8. Form of Bond. The Bonds shall be substantially the
following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION IMPROVEMENT REFUNDING
BOND, SERIES 1999B
INTEREST MATURITY DATE OF
RATE DATE ORIGINAL ISSUE CUSIP
REGISTERED OWNER:
PRINCIPAL AMOUNT:
DOLLARS
The City of Elk River, Sherburne County, Minnesota (the
"City"), hereby acknowledges itself to be indebted and, for value
received, promises to pay to the registered owner specified
above, or registered assigns, in the manner hereinafter set
forth, the principal amount specified above on the maturity date
specified above, without' right of earlier optional redemption,
and to pay interest thereon semiannually on February 1 and August
1 of each year (each, an "Interest Payment Date"), commencing
August 1, 2000, at the rate per annum specified above (calculated
on the basis of a 360-day year consisting of twelve 30-day
months) until the principal sum is paid or has been provided for.
This Bond will bear interest from the most recent Interest
Payment Date to which interest has been paid or, if no interest
has been paid, from the date of original issue hereof. The
principal of and premium, if any, on this Bond are payable upon
presentation and surrender hereof at the principal office of
in , (the "Bond Registrar"), acting
as paying agent, or at the principal office of any successor
paying agent duly appointed by the City. Interest on this Bond
will be paid on each Interest Payment Date by check or draft
mailed to the person in whose name this Bond is registered (the
,'Registered Owner") on the registration books of the City
maintained by the Bond Registrar and at the address appearing
thereon at the close of business on the fifteenth day of the
calendar month preceding such Interest Payment Date (the "Regular
Record Date"). Any interest not so timely paid shall cease to be
payable to the person who is the Registered Owner hereof as of
the Regular Record Date, and shall be payable to the person that
is the Registered Owner hereof at the close of business on a date
(the "Special Record Date") fixed by the Bond Registrar whenever
money becomes available for payment of the defaulted interest.
Notice of the Special Record Date shall be given to Registered
Owners not less than ten days prior to the Special Record Date.
1079939.2 9
The principal of and premium, if any, and interest on this Bond
are payable in lawful money of the United States of America.
REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS
BOND SET FORTH ON THE REVERSE HEREOF, WHICH PROVISIONS SHALL FOR
ALL PURPOSES HAVE THE SAME EFFECT AS IF SET FORTH HERE.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions
and things required by the Constitution and laws of the State of
Minnesota to be done, to have happened and to be performed,
precedent to and in the issuance' of this Bond, have been done,
have happened and have been performed in regular and due form,
time and manner as required by law, and that this Bond, together
with all other indebtedness of the City outstanding on the date
of original issue hereof and the date of its actual issuance and
delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Elk River, Sherburne County
Minnesota, by its City Council, has caused this Bond to be
executed on its behalf by the manual or facsimile signatures of
its Mayor and its City Administrator; has caused the corporate
seal of the City to be intentionally omitted herefrom, as
permitted by law; and has caused this Bond to be executed
manually by the Bond Registrar, acting as the City's duly
appointed authenticating agent for the Bonds.
1079939.2 10
Date of Registration: Registrable by:
Payable at:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
CITY OF ELK RIVER,
SHERBURNE COUNTY,
MINNESOTA
Mayor
Bond Registrar
City Administrator
By
Authorized Signature
1079939.2 11
Redemption. The Bonds of this issue are not subject to
optional redemption and prepayment prior to their respective
stated maturity dates.
[The following paragraph applies only if Bonds are subject
to mandatory sinking fund redemption.]
Selection of Bonds for Redemption~ Partial Redemption.
To effect a mandatory sinking fund redemption of Bonds having a
common maturity date, the Bond Registrar shall assign to each
Bond of that maturity a distinctive number for each $5,000 of the
principal amount of such Bond. The Bond Registrar shall then
select by lot, using such method of selection as it shall deem
proper in its discretion, from the numbers assigned to the Bonds,
as many numbers as, at $5,000 for each number, shall equal the
principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so
selected; provided, however, that only so much of the principal
amount of such Bond of a denomination of more than $5,000 shall
be redeemed as shall equal $5,000 for each number assigned to it
and so selected. If a Bond is to be redeemed only in part, it
shall be surrendered to the Bond Registrar (with, if the City or
Bond Registrar so requires, a written instrument of transfer in
form satisfactory to the City or Bond Registrar duly executed by
the registered owner thereof or the registered owner's attorney
duly authorized in writing), and the City shall execute (if
necessary) and the Bond Registrar shall authenticate and deliver
to the registered owner of such Bond, without service charge, a
new Bond or Bonds of the same series having the same stated
maturity and interest rate and of any authorized denomination or
denominations, as requested by such registered owner, in
aggregate principal amount equal to and in exchange for the
unredeemed portion of the principal of the Bond so surrendered.
Issuance; Purpose; General Obliqation. This Bond is
one of an issue in the total principal amount of $ ,
all of like date of original issue and tenor, except as to
registration number, maturity, interest rate, denomination and
redemption privilege, which Bond has been issued pursuant to and
in full conformity with the Home Rule Charter of the City and the
Constitution and laws of the State of Minnesota and pursuant to a
certain resolution adopted by the City Council (the "Resolution")
for the purpose of providing money to finance certain costs of
refunding certain prior bonded indebtedness of the City. This
Bond constitutes a general obligation of the City, and to provide
moneys for the prompt and full payment of its principal, premium,
if any, and interest when the same become due, the full faith and
credit and taxing powers of the City have been and are hereby
irrevocably pledged.
[For Bonds in Book Entry Only Form, the following paragraph shall
be added, and this Bond form (1) may be rearranged so that the
signature blocks hereof appear at the end of the main text of
1079939.2 12
this form or (2) may otherwise be amended to conform to book
entry requirements and the Blanket Issuer Letter of
Representations.]
Book Entry Only Form; Blanket Issuer Letter of
Representations. Pursuant to the Resolution, the Bonds may be
issued in Book Entry Only Form, and during any period in which
Bonds are in such form, the provisions applicable to the Bonds
pursuant to the Blanket Issuer Letter of Representations shall
apply, notwithstanding any contrary or inconsistent provision
herein or in the Resolution.
Denominations; Exchanqe~ Resolution. The Bonds are
issuable solely as fully registered bonds in'the denominations of
$5,000 and integral multiples thereof of a single maturity and
are exchangeable for fully registered bonds of other authorized
denominations in equal aggregate principal amounts at the
principal office of the Bond Registrar, but only in the manner
and subject to the limitations provided in the Resolution.
Reference is hereby made to the Resolution for a description of
the rights and duties of the Bond Registrar. Copies of the
Resolution are on file in the principal office of the Bond
Registrar.
Transfer. This Bond is transferable by the Registered
Owner in person or by the Registered Owner's attorney duly
authorized in writing at the principal office of the Bond
Registrar upon presentation and surrender hereof to the Bond
Registrar, all subject to the terms and conditions provided in
the Resolution and to reasonable regulations of the City
contained in any agreement with the Bond Registrar. Thereupon
the City shall execute and the Bond Registrar shall authenticate
and deliver, in exchange for this Bond, one or more new fully
registered Bonds in the name of the transferee (but not
registered in blank or to "bearer" or similar designation), of an
authorized denomination or denominations, in aggregate principal
amount equal to the principal amount of this Bond, of the same
maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or
exchange of this Bond and any legal or unusual costs regarding
transfers and lost Bonds.
Treatment of Reqistered Owners. The City and Bond
Registrar may treat the person in whose name this Bond is
registered as the owner hereof for the purpose of receiving
payment as herein provided (except as otherwise provided on the
reverse side hereof with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and
neither the City nor the Bond Registrar shall be affected by
notice to the contrary.
1079939.2 13
Authentication. This Bond shall not be valid or become
obligatory for any purpose or be entitled to any security unless
the Certificate of Authentication hereon shall have been executed
by the Bond Registrar.
Desiqnation of Bonds as Qualified Tax-Exempt
Obliqations. The Bonds have been designated by the City as
"qualified tax-exempt obligations" for purposes of Section
265(b) (3) of the Internal Revenue Code of 1986, as amended.
1079939.2 14
ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this Bond, shall be construed as though they were
written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with fight of survivorship
and not as tenants in common
UTMA - as custodian for
(Cust) (Minor)
under the Uniform
(State)
Transfers to Minors Act
Additional abbreviations may also be used
though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns
and transfers unto
the within
Bond and does hereby irrevocably constitute and appoint
as attorney to transfer the Bond on the books
kept for the registration thereof, with full power of
substitution in the premises.
Dated:
Notice:
Signature Guaranteed:
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(s) must be guaranteed by a national bank or trust
company, by a brokerage firm having a membership in one of the
major stock exchanges or by any other "Eligible Guarantor
Institution" as defined in 17 CFR 240.17 Ad-15(a) (2) .
The Bond Registrar will not effect transfer of this Bond
unless the information concerning the transferee requested below
is provided.
Name and Address:
(Include information for all joint owners
if the Bond is held by joint account.)
~0v9939.2 16
9. Execution; Temporary Bonds. The Bonds shall be executed
on behalf of the City by the signatures of its Mayor and City
Administrator and be sealed with the seal of the City; provided,
however, that the seal of the City may be a printed facsimile;
and provided further that both of such signatures may be
facsimiles and the corporate seal may be omitted on the Bonds as
permitted by law, unless otherwise provided in the applicable
form of Bond. In the event of disability or resignation or other
absence of either such officer, the Bonds may be signed by that
officer who may act on behalf of such absent or disabled officer.
In case either such officer whose signature shall appear on the
Bonds shall cease to be such officer before the delivery of the
Bonds, such signature shall nevertheless be valid and sufficient
for all purposes, the same as if he or she had remained in office
until delivery. The City may elect to deliver, in lieu of
definitive bonds, one or more typewritten temporary bonds in
substantially the form set forth above, with such changes as may
be necessary to reflect more than one maturity in a single
temporary bond. Such temporary bonds shall, upon the preparation
of the definitive bonds and the execution thereof, be exchanged
therefor and canceled.
10. Authentication. No Bond shall be valid or obligatory
for any purpose or be entitled to any security or benefit under
this Resolution unless a Certificate of Authentication on such
Bond, substantially in the form hereinabove set forth, shall have
been duly executed by an authorized representative of the Bond
Registrar. Certificates of Authentication on different Bonds
need not be signed by the same person. The Bond Registrar shall
authenticate the signatures of officers of the City on each Bond
by execution of the Certificate of Authentication on the Bond and
by inserting as the date of registration in the space provided
the date on which the Bond is authenticated, except that for
purposes of delivering the original Bonds to the Purchaser, the
Bond Registrar shall insert as a date of registration the date of
original issue, which date is December 1, 1999. The Certificate
of Authentication so executed on each Bond shall be conclusive
evidence that it has been authenticated and delivered under this
Resolution.
11. Registration; Transfer; Exchange. The City will cause
to be kept at the principal office of the Bond Registrar a bond
register in which, subject to such reasonable regulations as the
Bond Registrar may prescribe, the Bond Registrar shall provide
for the registration of Bonds and the registration of transfers
of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal
office of the Bond Registrar, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the
date of registration (as provided in paragraph 10) of, and
deliver, in the name of the designated transferee or transferees,
one or more new Bonds of any authorized denomination or
denominations of a like aggregate principal amount, having the
1079939.2 17
same stated maturity and interest rate, as requested by the
transferor; provided, however, that no Bond may be registered in
blank or in the name of "bearer" or similar designation.
At the option of the registered owner of a Bond, Bonds may
be exchanged for Bonds of any authorized denomination or
denominations of a like aggregate principal amount and stated
maturity, upon surrender of the Bonds to be exchanged at the
principal office of the Bond Registrar. Whenever any Bonds are
so surrendered for exchange, the City shall execute (if
necessary), and the Bond Registrar shall authenticate, insert the
date of registration of, and deliver the Bonds which the
registered owner making the exchange is entitled to receive.
Ail Bonds surrendered upon any exchange or transfer provided
for in this Resolution shall be promptly canceled by the Bond
Registrar and thereafter disposed of as directed by the City.
Ail Bonds delivered in exchange for or upon transfer of
Bonds shall be valid obligations of the City evidencing the same
debt, and entitled to the same benefits under this Resolution, as
the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange
shall be duly endorsed or be accompanied by a written instrument
of transfer, in form satisfactory to the Bond. Registrar, duly
executed by the registered owner thereof or his, her or its
attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient
to cover any tax or other governmental charge payable in
connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of
the City contained in any agreement with, or notice to, the Bond
Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment
dates.
12. Rights Upon Transfer or Exchange. Each Bond delivered
upon transfer of or in exchange for or in lieu of any other Bond
shall carry all the rights to interest accrued and unpaid, and to
accrue, which were carried by such other Bond.
13. Interest Payment; Record Date. Interest on any Bond
shall be paid on each Interest Payment Date by check or draft
mailed to the person in whose name the Bond is registered on the
registration books of the City maintained by the Bond Registrar
and at the address appearing thereon at the close of business on
the fifteenth (15th) day of the calendar month preceding such
Interest Payment Date (the "Regular Record Date"). Any such
interest not so timely paid shall cease to be payable to the
person who is the registered owner thereof as of the Regular
Record Date, and shall be payable to the person who is the
1079939.2 18
registered owner thereof at the close of business on a date (the
"Special Record Date") fixed by the Bond Registrar whenever money
becomes available for payment of the defaulted interest. Notice
of the Special Record Date shall be given by the Bond Registrar
to the registered owners not less than ten (10) days prior to the
Special Record Date.
14. Treatment of Registered Owner. The City and Bond
Registrar may treat the person in whose name any Bond is
registered as the owner of such Bond for the purpose of receiving
payment of principal of and premium, if any, and interest
(subject to the payment provisions in paragraph 13 above) on,
such Bond and for all other purposes whatsoever whether or not
such Bond shall be overdue, and neither the City nor the Bond
Registrar shall be affected by notice to the contrary.
15. Delivery; Application of Proceeds. The Bonds shall be
delivered by the City to the Purchaser upon receipt of the
purchase price, and the Purchaser shall not be obliged to see to
the proper application thereof.
16. Fund and Accounts. For the convenience and proper
administration of the moneys to be borrowed and repaid on the
Bonds and the Refunded Bonds, and to make adequate and specific
security to the Purchaser and registered owners from time to time
of the Bonds and the Refunded Bonds, there is hereby created a
special fund to be designated the "General Obligation Improvement
Refunding Bonds, Series 1999B Fund" (the "Fund") to be
administered and maintained by the City Finance Director as a
bookkeeping account separate and apart from all other funds
maintained in the official financial records of the City. The
Fund shall be maintained in the manner herein specified until all
of the Refunded Bonds and the Bonds herein authorized and the
interest thereon shall have been fully paid. There shall be
maintained in the Fund two separate accounts, to be designated
the "Escrow Account" and the "Debt Service Account,"
respectively.
(i) Escrow Account. The proceeds of the sale of the
Bonds, less such proceeds of the Bonds (if any) as may be
used to pay issuance expenses or hereinafter directed for
deposit into the Debt Service Account, plus any other
available municipal funds ("Other Funds"), if any, as may be
required to adequately fund the Escrow Account (under the
Escrow Agreement) to accomplish its purposes, are hereby
pledged and appropriated and shall be credited to the Escrow
Account. The Escrow Account shall be maintained as an
escrow account with the Escrow Agent which is and shall be a
suitable financial institution within the State of Minnesota
whose deposits are insured by the Federal Deposit Insurance
Corporation and whose combined capital and surplus is at
least $500,000. Ail proceeds of the sale of the Bonds to be
received by the Escrow Agent shall be applied to fund the
Escrow Account or to pay costs of issuing the Bonds. Such
proceeds of the Bonds (together with the Other Funds, if
~o79939.2 19
any) which are not used by the Escrow Agent to pay costs of
issuance of the Bonds are hereby irrevocably pledged and
appropriated to the Escrow Account, together with all
investment earnings thereon. The Escrow Account shall be
invested in securities maturing or callable at the option of
the holder thereof on such dates and bearing interest at
such rates as shall be required to provide funds sufficient,
together with any cash or other funds retained in the Escrow
Account, to pay (1) when called for redemption on
February 1, 2001, the principal amount of each of the
Refunded Bonds and (2) the regularly-scheduled interest due
on the Bonds on or before February 1, 2001. The moneys in
the Escrow Account shall be used solely for the purposes
herein set forth and for no other purpose, except that any
surplus in the Escrow Account shall be remitted to the City,
all in accordance with the terms of the Escrow Agreement.
The City's share of such Other Funds, if any, as may be
required to fully fund the Escrow Account as described above
is hereby appropriated for said purpose and the investment
and disbursement thereof provided in the Escrow Agreement
are hereby authorized and approved.
(ii) Debt Service Account. To the Debt Service
Account there are hereby pledged and irrevocably
appropriated and there shall be credited: (1) all accrued
interest received upon delivery of the Bonds which is not
then deposited into the Escrow Account; (2) all collections
of any ad valorem taxes hereafter levied by the City for the
payment of the Bonds; (3) special assessments levied by the
City for the Improvements, but only in such amounts as shall
be necessary, together with other monies in the Debt Service
Account and available for such purposes, to pay, when due,
the principal of and interest on the Bonds; (4) all
investment earnings on funds held in the Debt Service
Account; and (5) any amounts received by the City upon
termination of the Escrow Account. The foregoing funds are
hereby pledged to the Debt Service Account, but only in such
amounts and at such times as may be necessary, together with
other available funds therein (and the same shall be used
solely), to pay the principal of and interest on the Bonds
when due. ,
No portion of the proceeds of the Bonds shall be used
directly or indirectly to acquire higher yielding investments or
to replace funds which were used directly or indirectly to
acquire higher yielding investments, except (1) for a reasonable
temporary period until such proceeds are needed for the purpose
for which the Bonds were issued and (2) in addition to the above
in an amount not greater than any applicable "minor portion"
which may be available for the Bonds. To this effect, any
proceeds of the Bonds and any sums from time to time held in the
Debt Service Account in excess of amounts which under
then-applicable federal arbitrage regulations may be invested
without regard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by said
1079939.2 20
arbitrage regulations on such investments after taking into
account any applicable "temporary periods" or "minor portion,,
made available under the federal arbitrage regulations. Money in
the Fund shall not be invested in obligations or deposits issued
by, guaranteed by or insured by the United States or any agency
or instrumentality thereof if and to the extent that such
investment would cause the Bonds or any Additional Bonds to be
"federally guaranteed,, within the meaning of Section 149(b) of
the federal Internal Revenue Code of 1986 as amended (the
"Code,,). '
17. J05% Debt Service Coveraqe. It is hereby determined
that the estimated collections of the revenues dedicated to the
Debt Service Account pursuant to paragraph 16(ii) of this
Resolution would produce at least 5% in excess of the amount
needed to meet, when due, the principal of and interest on the
Bonds. The City shall file a certified copy of this Resolution
with the County Auditor of Sherburne County and to obtain the
certificate of said office required by Minnesota Statutes
Section 475.63. ,
18. General Obliqation Pledge. The full faith and credit
and taxing powers of the City are hereby pledged to the payment
of the principal of and interest on the Bonds, and in the event
of any current or anticipated deficiency of funds in the Debt
Service Account of amounts needed to make any such payment, when
due, the Council shall levy ad valorem taxes on all taxable
property in the City in the amount of such deficiency. If the
balance in the Debt Service Account is ever insufficient to pay
all principal and interest then due on the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid
out of any other funds of the City which are available for such
purpose, and such other funds may be reimbursed with or without
interest from the Debt Service Account when a sufficient balance
is available therein.
19. Prior Bonds; Security. Until retirement and full
payment of the Prior Bonds, all provisions heretofore made for
the security thereof shall be observed by the City; provided,
however, that the Council hereby finds and determines that the
proceeds of the sale of the Bonds to be used to refund the
Refunded Bonds, together with other funds available and appropri-
ated to the Escrow Account for said purpose, will be sufficient,
together with the earnings on the investment of such funds in the
Escrow Account, to pay all principal of and interest on the
Refunded Bonds.
20. Redemption of Refunded Bondm. The Prior Bonds which
mature in 2002 and thereafter shall be redeemed and prepaid on
February 1, 2001, and the paying agent/registrar for the Prior
Bonds is hereby authorized and directed to cause notice of said
redemption to be given to the owners of the Prior Bonds in the
manner required by law and by the terms of the Prior Bonds.
21. Escrow Aqreement. On or prior to the date of delivery
of the Bonds the Mayor and City Administrator are hereby
authorized to execute, on behalf of the City, the Escrow
Agreement substantially in the form heretofore presented to the
City but with such insertions and modifications as shall be
deemed by them to be necessary to accomplish its purposes, as
evidenced by their execution and delivery thereof. All terms and
conditions of such Escrow Agreement, as so executed and
delivered, are hereby approved and adopted and made a part of
this Resolution.
22. Purchase of Securities. Springsted Incorporated, the
City's public finance advisor for the Bonds, is hereby
authorized, in consultation and coordination.with the City
Finance Director to solicit sufficient bids and to purchase or
cause to be purchased for and on behalf of the City and/or the
Escrow Agent the appropriate securities (including United States
Treasury Securities) to be placed in the Escrow Account and to
execute all such documents (including the appropriate
subscription forms, if applicable) required to effect such
purchase.
23. Records and Certificates. The officers of the City are
hereby authorized and directed to prepare and furnish to the
Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and
records of the City relating to the Bonds and to the financial
condition and affairs of the City, and such other affidavits,
certificates and information as are required to show the facts
relating to the Bonds as the same appear from the books and
records under their custody and control or as otherwise known to
them, and all such certified copies, certificates and affidavits,
including any heretofore furnished, shall be deemed
representations of the City as to the facts recited therein.
24. Neqative Covenant as to Use of Proceeds and
Improvements. The City hereby covenants not to use the
Improvements or to cause or permit the Improvements to be used,
or to enter into any deferred payment arrangements for the cost
of the Improvements, in such a manner as (or to take any action
or permit any other circumstance to exist or any action to be
taken, the effect to which would be) to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and
141 through 150 of the Code. In particular, but without
limitation, the City covenants to forebear the implementation,
effectuation or enforcement of any and all contracts or other
agreements respecting the Improvements or any property ~enefitted
thereby or assessed with respect thereto, which it may now or in
the future have with developers, contractors, owners, lessees,
managers, or any other person or parties to the extent that such
implementation, effectuation or enforcement would (individually
or in the aggregate) cause the Bonds to become such "private
activity bonds," and to said limited extent the City would and
hereby does (solely for the benefit of the Owners of the Bonds)
1079939.2 22
disavow any and all such provisions, entitlements and
enforcements which would or could become so offending.
Without limitation of the foregoing, the City shall not
enter into any lease, use agreement, management or operation
contract or other agreement respecting the Improvements or any
portion thereof which would adversely affect the exemption from
federal income tax of the interest on the Bonds, taking into
account and observing the requirements of Revenue Procedure 97-13
of the Internal Revenue Service and any similar or other
applicable revenue procedures or guidelines relating to leases,
management contracts and service contracts involving facilities
financed with tax-exempt obligations.
25. Tax-Exempt Status of the Bonds; Rebate. The City shall
comply with requirements necessary under the Code to establish
and maintain the exclusion from gross income under Section 103 of
the Code of the interest on the Bonds, including without
limitation (1) requirements relating to temporary periods for
investments, (2) limitations on amounts invested at a yield
greater than the yield on the Bonds, and (3) the rebate of excess
investment earnings to the United States if and to the extent
applicable. While the City in 1999 will not qualify for the
$5,000,000 small issuer exception to the federal arbitrage rebate
requirements, the City may avail itself of such other arbitrage
rebate exceptions, as may apply to the Bonds in whole or in part.
26. Designation of Qualified Tax-Exempt Obliqations. The
City hereby designates the Bonds as "qualified tax-exempt
obligations" within the meaning of Section 265(b) (3) of the Code
and further represents that:
(a) the reasonably anticipated amount of tax-exempt
obligations (other than private activity bonds, treating
qualified 501(c) (3) bonds as not being private activity
bonds) which will be issued by the City (and all entities
subordinate to, or treated as one issuer with, the City)
during calendar year 1999 will not exceed $10,000,000; and
(b) not more than $10,000,000 of obligations issued or
to be issued by the City during calendar year 1999 have been
designated for purposes of Section 265(b) (3) of the Code.
The City shall use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate
the designation made by this paragraph.
27. Supplemental Resolution. The May 23, 1994, resolution
of the Council authorizing the issuance of the Prior Bonds is
hereby supplemented to the extent necessary to give effect to the
provisions of this Resolution.
28. Defeasance. When any obligation of a Bond has been
discharged as provided in this paragraph, all pledges, covenants
and other rights granted by this Resolution to the registered
owner of that Bond (with respect to the obligation thereof so
defeased) shall, to the extent permitted by law, cease. The City
may at any time discharge any or all of such obligation(s) with
respect to any Bond, subject to the provisions of law now or
hereafter authorizing or regulating such action, by depositing
irrevocably in escrow, with a suitable institution qualified by
law as an escrow agent for this purpose, cash or securities which
are backed by the full faith and credit of the United States of
America, bearing interest payable at such times and at such rates
and maturing on such dates and in such amounts as shall be
required and sufficient, subject to sale and/or reinvestment in
like securities, to pay said obligation(s), which may include any
interest payment on such Bond and/or principal amount due thereon
at a stated maturity (or if irrevocable provision shall have been
made for permitted prior redemption of such principal amount, at
such earlier redemption date).
29. No Continuinq Disclosure Undertaking. The Council
hereby finds that the Bonds are exempt from continuing disclosure
requirements of Rule 15c2-12 of the Securities and Exchange
Commission, as recently amended and/or supplemented, because the
Bonds are issued in the aggregate principal amount of less than
$1,000,000. Consequently, the City is not covenanting to provide
and will not provide annual financial information, notices of
certain material events or any other disclosure or information
which would otherwise be required by that Rule.
30. Severability. If any section, paragraph or provision
of this Resolution shall be held to be invalid or unenforceable
for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the
remaining provisions of this Resolution.
31. Headings. Headings in this Resolution are included for
convenience of reference only and shall not limit or define the
meaning of any provision hereof.
Adopted on November 22, 1999, by the Elk River City Council.
~o79939.2 24
City Clerk's Certificate
I, the undersigned, being the duly qualified and acting City
Clerk of the City of Elk River, Minnesota, DO HEREBY CERTIFY that
I have carefully compared the attached and foregoing City Council
resolution with the original thereof on file in my office, and
that the same is a full, true and complete copy thereof, duly
adopted at a Council meeting which was duly Called and held on
the date therein indicated, relating to awarding the sale of the
City's General Obligation Improvement Refunding Bonds, Series
1999B.
Councilmember Dietz introduced the foregoing
resolution, the written presentation and reading of which were
waived by unanimous consent of the Council, and moved its
adoption.
The motion for adoption of the foregoing resolution was duly
seconded by Councilmember Motin and upon a vote
being taken thereon, the following Councilmembers voted in favor
thereof: Mayor Klinzing, Councilmembers Dietz, Thompson, Farber,
and Motin.
and the following voted against the same: None
Whereupon said resolution was declared duly passed and
adopted.
WITNESS my hand as such City Clerk and the official seal of
the City this 6thday of December , 1999.
(SEAL)
1079939.2
City Clerk
City of Elk River, Minnesota
$580,000 General Obligation Improvement Refunding Bonds
Series 1999B
Full Crossover Advance Refunding of Series 1994A
DEBT SERVICE SCHEDULE
Date Principal Coupon Interest Total P+I
2/01/2000 - -
8/01/2000 - 17,183.33 17,183.33
2/01/2001 - 12,887.50 12,887.50
8/01/2001 - 12,887.50 12,887.50
2/01/2002 225,000.00 4.300% 12,887.50 237,887.50
8/01/2002 - 8,050.00 8,050.00
2/01/2003 230,000.00 4.500% 8,050.00 238,050.00
8/01/2003 - 2,875.00 2,875.00
2/01/2004 125,000.00 4.600% 2,875.00 127,875.00
Total 580,000.00 - 77,695.83 657,695.83
SIGNIFICANT DATES
Dated Date ............................................................................................................... 12/01/1999
Delivery Date ............................................................................................................ 12/15/1999
First Coupon Date .................................................................................................... 8/01/2000
Accrued Interest from 12/01/1999 to 12/15/1999 ..................................................... 1,002.36
YIELD STATISTICS
Accrued Interest from 12/01/1999 to 12/15/1999 ..................................................... 1,002.36
Bond Year Dollars .................................................................................................... $1,736.67
Average Life ............................................................................................................. 2.994 Years
Average Coupon ...................................................................................................... 4.4738482%
Net Interest Cost (NIC) ............................................................................................. 4.7076294%
True Interest Cost (TIC) ........................................................................................... 4.7222840%
Bond Yield for Arbitrage Purposes ........................................................................... 4.4678147%
All Inclusive Cost (AIC) ............................................................................................ 6.1441271%
IRS FORM 8038
Net Interest Cost ...................................................................................................... 4.4742415%
Weighted Average Maturity ...................................................................................... 2.955 Years
Springsted Incorporated
Public Finance Advisors
File = Elkriver. sf-s99r94aDA VE
11/19/1999 11:59 AM
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