00-092 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 October
23, 2000, commencing at approximately 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 $1,275,000 General Obligation
Permanent Improvement Revolving Fund Bonds, Series 2000B.
The following Councilmembers were present:
Mayor Klinzing; Councilmembers Dietz, Thompson, Father & Motin
and the following were absent:
None
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:
1217813.1
Councilmember Dietz then introduced the
following Resolution and moved its adoption:
RESOLUTION NO. 00-92
RESOLUTION PROVIDING FOR THE
ISSUANCE AND SALE OF THE CITY'S
$1,275,000 GENERAL OBLIGATION
PERMANENT IMPROVEMENT REVOLVING FUND
BONDS, SERIES 2000B
BE IT RESOLVED by the City Council (the "Council") of
the City of Elk River, Minnesota (the "City"), as follows:
1. Recitals. It is hereby determined:
(a) The following assessable public improvements (the
,,Improvements") have been duly ordered by the City and have
been constructed by the City or will be constructed under
contracts which the City has or will let therefor, all
pursuant to and in accordance with the applicable provisions
of Minnesota Statutes, Chapter 429:
Western Area Improvement Project, Phase IV:
Project Costs
Allowance for Discount
Costs of Issuance
Less Other Funds
$1,717,442
19,100
16,389
(477,931)
Net Bond Issue
$1,275,000
(b) It is necessary and expedient to the sound
financial management of the affairs of the City that the
City issue its bonds pursuant to Minnesota Statutes,
Chapters 429 and 475, to provide financing for the
Improvements.
(c) The Improvements and all their components have
been ordered on or prior to the date hereof, after a hearing
thereon (except where not required by law) for which mailed
and published notice was duly given as required by law
describing the Improvements and all their components by
general nature, estimated cost, and area to be assessed.
(d) The Council desires that the Bonds be issued
initially in "Book Entry Only Form" (as hereinafter
described).
2. Acceptance of Offer; Book Entry Bonds.
(a) The offer of
"Purchaser") to purchase the City's $1,275,000 General
Obligation Permanent Improvement Revolving Fund Bonds,
( the
Series 2000B (the "Bonds"), 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.
(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 for purposes of complying
with this requirement under paragraphs 6 and 11 of this
Resolution, 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."
(ii) Upon initial issuance, ownership of the
Bonds shall be registered in a bond register maintained
by the Bond Registrar appointed pursuant to paragraph 7
of 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
1217813 .1 3
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 payin9 a~ent 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 Re~istrar's bond
re~ister, 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
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 lon~ 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 ~iven, respectively, by the Bond Registrar or
the City, as the case may be, to the Depository as
provided in the Blanket Letter of Representations
required by the Depository as a condition to its actin~
as book-entry Depository for the Bonds (said Blanket
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 relatin~ to the
Depository's role as book-entry Depository for the
Bonds, are collectively hereinafter referred to as the
"Blanket 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 15 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
the requirements of the Blanket Letter of
Representations.
(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 Letter of Representations. The City's
execution and delivery of the Blanket Letter of
Representations is hereby ratified and confirmed. In the
event of the disability or the resignation or other absence
of the Mayor or City Administrator, such other officers of
the City who may act in their behalf shall without further
act or authorization of the City do all things and execute
all instruments and documents required to be done or to be
executed by such abSent or disabled officials. The
provisions in the Blanket 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 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 Letter of Representations, the
provisions in the Blanket Letter of Representations shall
control.
3. Title; Original Issue Date; Denominations;
Maturities. The Bonds shall be titled "General Obligation
Permanent Improvement Revolving Fund Bonds, Series 2000B," shall
be dated November 1, 2000, 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:
Years Amounts Years Amount~
2002
2003
2004
2005
2006
2007
2008
2009
$85 000
85 000
85 000
85 000
85 000
85 000
85 000
85,000
2010 $85,000
2011 85,000
2012 85,000
2013 85,000
2014 85,000
2015 85,000
2016 85,000
As may be permitted in the offering of the Bonds and as
may be requested by the Purchaser, one or more term Bonds may be
issued having mandatory sinking fund redemption and final
maturity amounts conforming to the foregoing principal repayment
schedule, and corresponding additions may be made to the
provisions of the applicable Bond(s).
1217813 .1 6
4. Purpose. The Bonds shall provide funds to finance
the Improvements. The total cost of the Improvements, which
shall include all costs enumerated in Minnesota Statutes, Section
475.65, is estimated to be at least equal to the amount of the
Bonds. Work on the Improvements shall proceed with due diligence
to completion.
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, 2001, 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 Maturity Interest
Year Rate Year Rate
2002 % 2010
2003 2011
2004 2012
2005 2013
2006 2014
2007 2015
2008 2016
2009
6. Redemption. Ail Bonds maturing after February 1,
2006, shall be subject to redemption and prepayment at the option
of the City on said date and on any date thereafter at a price of
par plus accrued interest to date of redemption. Redemption may
be in whole or in part of the Bonds subject to prepayment. If
redemption is in part, the City shall determine the amount of
Bonds of each maturity to be prepaid; and if only part of the
Bonds having a common maturity date are called for prepayment,
the specific Bonds to be prepaid shall be chosen by lot by the
Bond Registrar. Bonds or portions thereof called for redemption
shall be due and payable on the redemption date, and interest
thereon shall cease to accrue from and after the redemption date.
Published notice of redemption shall in each case be given if and
to the extent required by applicable law, and mailed notice of
redemption shall be given to the paying agent and to each
affected registered owner of the Bonds.
To effect a partial redemption of Bonds having a common
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
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
1217813.1 7
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.
7. Bond Reqistrar.
in is appointed to act as
bond registrar and transfer agent with 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
the City and Bond Registrar shall execute 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, together with the Bond
Registrar's Certificate of Authentication, the form of Assignment
and the registration information thereon, shall be in
substantially the following form:
1217813.1 8
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION PERMANENT IMPROVEMENT REVOLVING FUND
BOND, SERIES 2000B
INTEREST MATURITY DATE OF
R_ATE 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, unless duly called for earlier redemption, and
to pay interest thereon semiannually on February 1 and August 1
of each year (each, an "Interest Payment Date"), commencing
August 1, 2001, 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 who 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. The
1217813.1 9
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 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.
Date of Registration: Registrable by:
Payable at:
BOND REGISTR3~R'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
Redemption. Ail Bonds of this issue maturing after
February 1, 2006, are subject to redemption and prepayment at the
option of the City on said date and on any date thereafter at a
price of par plus accrued interest to date of redemption.
Redemption may be in whole or in part of the Bonds subject to
prepayment. If redemption is in part, the City shall determine
the amount of Bonds of each maturity to be prepaid; and if only
part of the Bonds having a common maturity date are called for
prepayment, the Bonds of that maturity to be prepaid shall be
chosen by lot by the Bond Registrar. Bonds or portions thereof
called for redemption shall be due and payable on the redemption
date, and interest thereon shall cease to accrue from and after
the redemption date. Published notice of redemption shall in
each case be given if and to the extent required by applicable
law, and mailed notice of redemption shall be given to the paying
agent and to each affected registered owner of the Bonds.
Selection of Bonds for Redemption~ Partial Redemption.
To effect a partial 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 denomina-
tions, 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 $1,275,000, all
of like date of original issue and tenor, except as to registra-
tion number, maturity, interest rate, redemption privilege and
denomination, which Bond has been issued pursuant to and in full
conformity with the Constitution and laws of the State of
Minnesota and pursuant to a resolution adopted by the City
Council on October 23, 2000 (the "Resolution"), for the purpose
of providing money to finance certain costs of assessable public
improvements within 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. Each
capitalized term which is used but not otherwise defined in this
Bond shall have the meaning given to that term in the Resolution.
[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
this form or (2) may otherwise be amended to conform to book
entry requirements and the Blanket Letter of Representations.]
Book Entry Only Form; Blanket 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 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.
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.
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.
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 right 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.)
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 printed facsimiles and the corporate seal may be omitted on
the Bonds as permitted by law. In the event of disability or
resignation or other absence of either such officer, the Bonds
may be signed by the manual or facsimile signature of that
officer who may act on behalf of such absent or disabled officer.
In case either such officer whose signature or facsimile of whose
signature shall appear on the Bonds shall cease to be such
officer before the delivery of the Bonds, such signature or
facsimile 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 printed
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 printing of
the definitive bonds and the execution thereof, be exchanged
therefor and cancelled.
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 Authenti-
cation on such Bond, substantially in the form hereinabove set
forth, shall have been duly executed by an authorized representa-
tive 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 Authenti-
cation on the Bond and by inserting as the date of registration
in the space provided the date on which the Bond is authenti-
cated, 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 November
1, 2000. The Certificate of Authentication so executed on each
Bond shall be conclusive evidence that it has been authenticated
and delivered under this Resolution.
11. Reqistration~ Transfer~ Exchanqe. 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
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 thereof, 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 cancelled 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 the
registered owner's 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 regula-
tions of the City contained in any agreement with the Bond
Registrar, including regulations which permit the Bond Registrar
to close its transfer books between record dates and payment
dates.
12. Rights UDon Transfer or Exchanqe. 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
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 ~iven by the Bond Registrar
to the registered owners not less than ten (10) days prior to the
Special Record Date.
14. Treatment of Reqistered 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. Deliver¥~ ADplication of Proceeds. The Bonds when
so prepared and executed shall be delivered 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. The City has heretofore
established and continuously maintained its Permanent Improvement
Revolvin~ Fund ~ ~u~"~ ~ ~ ~e~~ ~u~ ~h~ the
meanin~ of and e 1 e o s t 9.091,
Subdivision 7a ("Subsection 7a"), and which has been and shall
continue to be held and administered by the City as a bookkeeping
account separate and apart from all other funds maintained in the
City's official financial records. Within the Fund there are
hereby established two separate, segregated accounts designated
"Series 2000B PIR Bonds Construction Account" (the "Construction
Account") and "Series 2000B PIR Bonds Debt Service Account,, (the
"Debt Service Account"), subject to the followin9 provisions.
(i) Construction Account. To the Construction Account
there shall be credited the proceeds of the sale of the Bonds,
less any amounts deposited into the Debt Service Account pursuant
to subparagraph (ii) below. From the Construction Account
(including any earnings thereon) there shall be paid all costs of
issuing the Bonds and the expenses of making the Improvements,
includin9 the cost of any construction contracts heretofore let
and all other costs incurred and to be incurred of the kind
authorized in Minnesota Statutes, Section 475.65; and such moneys
in the Construction Account shall be used for no other purpose
except as otherwise provided by law or this Resolution.
(ii) Debt Service Account. There are hereby irrevocably
appropriated and pledged to, and there shall be credited to, the
Debt Service Account: (a) all collections of special
assessments (subject to such flexibility as may be provided
pursuant to Subdivision 7a) levied or to be levied with respect
to the Improvements, to~ether with such amounts of special
assessments from any other improvements which are not pledged to
and needed for other purposes as the Council or the City Finance
Director, or designee, may from time to time determine, but only
to the extent and in the amounts necessary to pay, when due, the
principal of and interest on the Bonds, after taking into account
any other assessments, taxes, or other revenues herein or
hereafter pledged and appropriated to the Debt Service Account or
otherwise made available for its purposes; (b) all accrued
interest received upon the delivery of the Bonds and $ of
other proceeds thereof, all to be used to pay the interest first
comin~ due thereon; (c) all collections of any taxes which may
hereinafter or hereafter be levied for the payment of the
principal of and interest on the Bonds; (d) all investment
earnings on moneys held in the Debt Service Account; and (e) any
and all other funds which are properly available and are
appropriated by the City Council to the Debt Service Account.
The Debt Service Account shall be used solely to pay the
principal of, interest on, and premiums for, if any, the Bonds.
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 the lesser of five percent (5%) of
the "Sale Proceeds" of the Bonds (bein~ the "issue price" of the
Bonds less accrued interest). To this effect, any proceeds of
the Bonds and any sums from time to time held in the Construction
Account or Debt Service Account in excess of amounts which under
then-applicable federal arbitrage regulations may be invested
without re~ard to yield shall not be invested at a yield in
excess of the applicable yield restrictions imposed by said
arbitrage regulations on such investments after takin~ 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, ~uaranteed by or insured by the United States or any a~ency
or instrumentality thereof if and to the extent that such
investment would cause the Bonds to be "federally ~uaranteed"
within the meanin~ of Section 149(b) of the federal Internal
Revenue Code of 1986, as amended (the "Code").
17. Assessments. It is hereby determined that no less
than twenty percent (20%) of the cost to the City of the
Improvements financed hereunder within the meanin~ of Minnesota
Statutes, Section 475.58, Subdivision 1(3), shall be paid by
special assessments heretofore levied or to be levied hereafter
a~ainst every assessable lot, piece and parcel of land benefitted
by any of the Improvements. The City hereby covenants and agrees
that it will let all construction contracts not heretofore let
within one (1) year after ordering each Improvements financed
hereunder unless the resolution ordering said Improvement
specifies a different time limit for the lettin~ of construction
contracts. The City hereby further covenants and a~rees that it
will do and perform as soon as they may be done, all acts and
things necessary for the final and valid levy of such special
assessments, and in the event that any such assessment be at any
time held invalid with respect to any lot, piece or parcel of
land due to any error, defect, or irregularity in any action or
proceedings taken or to be taken by the City or the Council or
any of the City officers or employees, either in the making of
the assessments or in the performance of any condition precedent
thereto, the City and the Council will forthwith do all further
acts and take all further proceedings as may be required by law
to make the assessments a valid and binding lien upon such
property.
At the time all of the assessments are in fact levied
the Council shall, based on the then-current estimated col-
lections of the assessments, make any adjustments in any ad
valorem taxes required to be levied in order to assure that the
City continues to be in compliance with Minnesota Statutes,
Section 475.61, Subdivision 1.
18. 105% Debt Service Coverage. It is hereby
determined and reasonably anticipated that the revenues available
to the Debt Service Account will 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
obtain the certificate of said official required by Minnesota
Statutes, Section 475.63.
19. General Obligation 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.
20. 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 legality and marketability of 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.
21. Neqative Covenant as to Use of 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 benefitted thereby or assessed with respect
thereto, which it may now or in the future have with developers,
contractors, owners 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) 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.
22. 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 the Bonds (together
with other obligations reasonably expected to be issued and
outstanding at one time in this calendar year) exceed the
small-issuer exception amount of $5,000,000. For purposes of
qualifying for the small issuer exception to the federal
arbitrage rebate requirements, the City hereby finds, determines
and declares that (1) the Bonds are issued by a governmental unit
with general taxing powers, (2) no Bond is a private activity
bond, (3) ninety-five percent (95%) or more of the net proceeds
of the Bonds are to be used for local governmental activities of
the City (or of a governmental unit the jurisdiction of which is
entirely within the jurisdiction of the City), and (4) the
aggregate face amount of all tax-exempt obligations (other than
~2~78~3.~ 21
private activity bonds) issued by the City (and all entities
subordinate to, or treated as one issuer with, the City) during
the 2000 calendar year is not reasonably expected to exceed
$5,000,000, all within the meaning of Section 148(f) (4) (D) of the
Code.
23. Designation of Qualified Tax-Exempt Obligations.
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 2000 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 2000 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.
24. 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).
25. Compliance With Reimbursement Bond Requlations.
With respect to the Improvements, the City has complied and will
continue to comply with the "Reimbursement Regulations" provided
in United States Treasury Regulations Section 1.150-2. In
particular, except where the following may not be required by
said Regulations (e.g., with respect to certain "preliminary
expenditures"), to the extent that any of the proceeds of the
Bonds will be used to reimburse the City for a cost of the
Improvements theretofore paid and temporarily financed by the
City out of other City funds, prior to the initial payment
thereof (or within applicable time limits thereafter) the City
has made or will have made a duly qualifying statement of its
official intent to bond for such costs (and the City will also
make the written "reimbursement allocation" required by the
Reimbursement Regulations); otherwise, the proceeds of the Bonds
are to be used for initial payment, and not for such
reimbursement, of costs of the Improvements.
26. Continuinq Disclosure Undertaking. With respect
to the continuing disclosure requirements under Rule 15c2-
12(b) (5) (the "Rule") of the Securities and Exchange Commission,
on the date of actual issuance and delivery of the Bonds, the
City will execute and deliver a Continuing Disclosure Undertaking
(the "Undertaking") whereunder the City will covenant to provide,
or cause to be provided, annual financial information, including
audited financial statements of the City, and notices of certain
material events, as specified in the Undertaking. The proposed
form of the Undertaking which has been submitted to the City for
the Council's consideration is hereby approved, and the officers
of the City are hereby authorized to execute and deliver that
Undertaking in the proposed form or in such final form thereof
reflecting such modifications thereof as are consistent with the
Rule, requested by the original purchaser of the Bonds and
acceptable to the City officials who shall execute the
Undertaking (which consent shall be conclusively evidenced by
their execution and delivery thereof). The Undertaking, as so
executed and delivered by the City, shall be as much a part of
this Resolution as if set forth in full herein and shall be for
the benefit of the owners from time to time of the Bonds.
27. 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.
28. Headings. Headings in this Resolution are
included for convenience of reference only and shall not limit or
define the meaning of any provision hereof.
Council.
Adopted on October 23, 2000, by the Elk River City
The motion for the adoption of the foregoing resolution was
duly seconded by Councilmember Motin and upon a vote
being taken thereon, the followin9 voted in favor thereof:
Mayor Klinzing; Councilmembers Dietz, Thompson, Father & Motin
and the following voted against the same:
None
Whereupon said resolution was declared duly passed and
adopted.
~2~78z~.~ 24
STATE OF MII~/~ESOTA
CITY OF ELK RIVER
I, the undersigned, bein9 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 extract
of minutes with the original minutes of a meeting of the City
Council duly called and held on the date therein indicated, which
are on file and of record in my office, and the same is a full,
true and complete transcript therefrom insofar as the same
relates to awarding the sale of the City's $1,275,000 General
Obligation Permanent Improvement Revolving Fund Bonds, Series
2000B.
WITNESS my hand as such City Clerk and the official
seal of the City this ~ y of _ , 2000.
(SEAL)
c~t~ Clerk
1217813 .1