Resolution 14-98 Issuance of Bonds
PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF $1,015,000 GENERAL OBLIGATION COMMUNITY CENTER BONDS OF 1998, OF THE CITY OF MOUNTAIN IRON, MINNESOTA; ESTABLISHING THE TERMS AND CONDITIONS THEREFORE; CREATING A CONSTRUCTION FUND AND A DEBT SERVICE FUND THEREFORE; AND AWARDING THE SALE THEREOF
BE IT RESOLVED, by the City Council of the City of Mountain Iron, St. Louis County, Minnesota (the “City”), as follows:
Section 1. Bond Purpose. Authorization, and Award.
1.01 Pursuant to authority contained in Minnesota Statutes, Chapter 475 (the “Act”), the City is authorized to issue its general obligation bonds to provide funds for the acquisition and betterment of public buildings. As required by the Act, the voters of the City, at a special election held on February 10, 1998, approved the issuance of bonds in the maximum amount of $1,000,000 for the purpose of paying costs of the acquisition and betterment of a community center building (the “Project”).
1.02 The City Council has determined that it is necessary, expedient and in the best educational interest of the residents of the City that the City undertake the Project and that the City issue and sell its $1,015,000 General Obligation Community Center Bonds of 1998 (the “Bonds”), comprising $1,000,000 needed for the Project and an additional amount of up to $15,000 representing part of the interest cost of an issue, as authorized by Minnesota Statutes, Section 475.56 (the “Additional Interest”).
1.03 Pursuant to Section 475.60, Subdivision 2(9) of the Act, which waives the requirement for a public sale of bonds when a municipality has retained an independent financial advisor, the City has received an offer from John G. Kinnard & Co. of Minneapolis, Minnesota (the “Purchaser”), to purchase the Bonds at a cash price of $1,000,790.00 plus accrued interest on the total principal amount from April 1, 1998, to the date of delivery of the Bonds (the “Accrued Interest”) and upon condition that the Bonds mature and bear interest at the times and annual rates set forth in Section 2. The City, after due consideration, finds such offer reasonable and proper and the offer of the Purchaser is hereby accepted. The Mayor and the City Administrator are authorized and directed to execute on the part of the City a contract for the sale of the Bonds in accordance with the Purchaser?s proposal. All actions of the Mayor and the City Administrator and Evensen Dodge, Inc., independent financial advisor to the City, taken with regard to the sale of the Bonds are hereby ratified and approved.
Section 2. Terms of the Bonds.
2.01 A. The Bonds to be issued hereunder shall be dated April 1, 1998, as the date of original issue, shall be issued in the denomination of $5,000 each, or any integral multiple thereof, in fully registered form and lettered and numbered R-l and upward. The Bonds shall bear interest at the annual rates and shall mature on February 1 in the years and amounts shown below:
Year Amount Interest Rate
2004 135,000 4.50%
2008 160,000 4.75%
2011 140,000 5.00%
2014 165,000 5.15%
2017 190,000 5.25%
2020 225.000 5.30%
B. The Bonds shall be subject to mandatory redemption prior to maturity pursuant to the requirements of this Section 2.01 at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Bond Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts:
For Bonds maturing on February 1, 2004:
Year Amount
2001 30,000
2002 35,000
2003 35,000
The remaining $35,000 stated principal amount shall be paid at maturity on February 1, 2004.
For Bonds maturing on February 1, 2008:
Year Amount
2005 35,000
2006 40,000
2007 40,000
The remaining $45,000 stated principal amount shall be paid at maturity on February 1, 2008.
For Bonds maturing on February 1, 2011:
Year Amount
2009 45,000
2010 45,000
The remaining $50,000 stated principal amount shall be paid at maturity on February 1, 2011.
For Bonds maturing on February 1, 2014:
Year Amount
2012 50,000
2013 55,000
The remaining $60,000 stated principal amount shall be paid at maturity on February 1, 2014.
For Bonds maturing on February 1, 2017:
Year Amount
2015 60,000
2016 65,000
The remaining $65,000 stated principal amount shall be paid at maturity on February 1, 2017.
For Bonds maturing on February 1, 2020:
Year Amount
2018 70,000
2019 75,000
The remaining $80,000 stated principal amount shall be paid at maturity on February 1, 2020.
2.02 The Bonds maturing in the years 2001 through 2007 shall not be subject to redemption and prepayment before maturity, but those maturing in the year 2008 and in subsequent years shall each be subject to redemption and prepayment at the option of the City on February 1, 2007, and on any day thereafter, in whole or in part, and if in part, at the option of the City and in such manner as the City shall determine.
2.03 The Bonds shall bear interest at the annual rates stated therefor in Section 2.01. The interest shall be payable semiannually on February 1 and August 1 in each year (each referred to herein as an “Interest Payment Date”) commencing on February 1, 1999. Interest will be computed upon the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the Municipal Securities Rulemaking Board. The Bond Registrar designated below shall make all interest payments with respect to the Bonds by check or draft mailed to the registered owners of the Bonds shown on the bond registration records maintained by the Bond Registrar at the close of business on the 15th day (whether or not on a business day) of the month next preceding the Interest Payment Date at such owners? addresses shown on such bond registration records.
2.04 The Bonds shall be prepared for execution in accordance with the approved form and shall be signed by the manual or facsimile signature of the Mayor and attested by the manual or facsimile signature of the City Administrator. If the legal opinion of Fryberger, Buchanan, Smith & Frederick, P.A. is not manually signed, the certificate as to legal opinion on each Bond shall be executed by the manual signature of the City Administrator. The corporate seal of the City may be omitted from the Bonds as permitted by law. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be an officer before 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.
2.05 The City Council hereby appoints Norwest Bank Minnesota, National Association of Minneapolis, Minnesota, as registrar, authenticating agent, paying agent and transfer agent for the Bonds (such bank or its successor is herein referred to as the “Bond Registrar”). No Bond shall be valid or obligatory for any purpose unless or until either: (i) the Bond Registrar?s authentication certificate on such Bond, substantially set forth in Section 3.01 hereof, shall have been duly executed by an authorized representative of the Bond Registrar or (ii) such Bond has been manually executed by at least one officer of the City Council. Authentication certificates on different Bonds need not be signed by the same representative. The executed Authentication Certificate or the manual signature of at least one officer of the City Council on each Bond shall be conclusive evidence that it has been authenticated and delivered under this Resolution.
2.06 A. In order to make the Bonds eligible for the services provided by The Depository Trust Company, New York, New York (“DTC”), the City has agrees to the applicable provisions set forth in the Blanket Issuer Letter of Representations to be executed by the City and DTC (the “Representation Letter”).
B. All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of interest on and principal of any Bond registered in the name of Cede & Co. shall be made by wire transfer or New York Clearing House or equivalent same day funds by 10:00 a.m. CT or as soon as possible thereafter following the Bond Registrar?s receipt of funds from the City on each Interest Payment Date to the account of Cede & Co. on each Interest Payment Date at the address indicated in or pursuant to the Representation Letter.
C. Additional matters with respect to, among other things, notices, consents and approvals by bondholders and payments on the Bonds are set forth in the Representation Letter.
2.07 A. The City shall cause to be kept at the principal corporate office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the City shall provide for the registration of the Bonds and the registration of transfers of the Bonds entitled to be registered or transferred as herein provided. In the event of the resignation or removal of the Bond Registrar or its incapability of acting as such, the bond registration records shall be maintained at the office of the successor Bond Registrar as may be appointed by the City Council.
B. Upon surrender for transfer of any Bond at the principal corporate office of the Bond Registrar, the City shall execute and the Bond Registrar shall authenticate and deliver, in the names(s) of the designated transferee(s), one or more new bonds of a like aggregate principal amount, as requested by the transferor.
C. At the option of the registered owners, the Bonds may be exchanged for other Bonds of any authorized denomination, of a like aggregate principal amount, maturing upon the same date, upon surrender of the Bonds to be exchanged at the principal corporate office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the City shall execute and the Bond Registrar shall authenticate and deliver the Bonds which the registered owner making the exchange is entitled to receive.
D. All Bonds surrendered upon the exchange provided for in this Resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the City Council.
E. All Bonds issued in exchange for or upon transfer of the 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.
F. Every Bond presented for a transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the City and the Bond Registrar, duly executed by the registered owner thereof or the owner?s attorney duly authorized in writing.
G. The City may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with the transfer or exchange of the Bonds, other than exchange expressly provided in this Resolution to be made, without expense or without charge to the registered owner.
H. If a Bond becomes mutilated or is destroyed, stolen or lost, the Bond Registrar will deliver a new Bond of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Bond Registrar and the City in connection therewith, including the cost of printing new Bonds; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Bond Registrar and the City of evidence satisfactory to them that the Bond was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Bond Registrar and the City of an appropriate bond or indemnity in form, substance and amount satisfactory to them and as provided by law, in which both the City and the Bond Registrar must be named as obligees. Bonds so surrendered to the Bond Registrar will be canceled by the Bond Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for redemption in accordance with its terms, it is not necessary to issue a new Bond prior to payment.
I. In the event any of the Bonds are called for redemption, notice thereof identifying the Bonds to be redeemed will be given by the Bond Registrar by mailing a copy of the redemption notice by first class mail (postage prepaid) not more than 60 and not less than 30 days prior to the date fixed for redemption to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Bond Registrar and by publishing the notice of redemption, if required by law, in the manner required by Section 475.54, Subdivision 4 of the Act; provided however, that so long as the Bonds are registered in the name of Cede & Co., notice of redemption shall be given in accordance with the terms of the Representation Letter. Failure to give notice by mail to any registered owner, or any defect therein, will not affect the validity of any proceeding for the redemption of Bonds not affected by such defect or failure. Bonds so called for redemption will cease to bear interest after the specified redemption date, provided that the funds for the redemption are on deposit with the place of payment at that time.
J. If less than all the Bonds of a maturity are called for redemption while the Bonds are registered in the name of Cede & Co., the City or the Bond Registrar designated below will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant?s interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interest in such maturity to be redeemed. If less than all the Bonds of a maturity are called for redemption and the Bonds are not registered in the name of Cede & Co., the Bond Registrar will determine by lot or other manner deemed fair, the amount of each maturity to be redeemed. All prepayments shall be at a price equal to the principal amount thereof plus accrued interest.
2.08 Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all of the rights to interest, accrued and unpaid and to accrue, which are carried by such other Bond. Each Bond shall be dated by the Bond Registrar as of the date of its authentication or manual execution, as the case may be. The City and the Bond Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption or to make any such exchange or transfer of the Bonds during the 15 days next preceding the date of the first publication or the mailing (if there is no publication) of notice of redemption in the case of a proposed redemption of the Bonds.
2.09 The City and the 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 interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary.
2.10 The principal of and interest on the Bonds shall be payable by the Bond Registrar in such funds as are legal tender for the payment of debts due the United States of America. The City shall pay the reasonable and customary charges of the Bond Registrar for the disbursement of principal and interest.
2.11 Delivery of the Bonds and payment of the purchase price shall be made at a place mutually satisfactory to the City and the Purchaser. Printed or typewritten and executed Bonds shall be furnished by the City without cost to the Purchaser. The Bonds, when prepared in accordance with this Resolution and executed, shall be delivered by or under the direction of the City Administrator to the Purchaser upon receipt of the purchase price plus accrued interest.
Section 3. Form of the Bonds.
3.01 The Bonds shall be printed or typewritten in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ST. LOUIS
CITY OF MOUNTAIN IRON
GENERAL OBLIGATION IMPROVEMENT BOND OF 1998
The City of Mountain Iron, St. Louis County, Minnesota (the “City”), for value received, promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above, on the maturity date specified above, and to pay interest on said principal amount to the registered owner hereof from April 1, 1998, or from the most recent Interest Payment Date (defined below) to which interest has been paid or duly provided for, until the principal amount is paid, said interest being at the rate per annum specified above. Interest is payable semiannually on February 1 and August 1 of each year (each referred to herein as an “Interest Payment Date”) commencing on February 1, 1999. Both principal hereof and interest hereon are payable in lawful money of the United States of America by check or draft at the main office of Norwest Bank Minnesota, National Association in Minneapolis, Minnesota, as bond registrar, authenticating agent, paying agent and transfer agent (the “Bond Registrar”), or at the office of such successor Bond Registrar as may be designated by the governing body of the City. The Bond Registrar shall make all interest payments with respect to this Bond directly to the registered owner hereof shown on the bond registration records maintained on behalf of the City by the Bond Registrar at the close of business on the 15th day of the month next preceding the Interest Payment Date (whether or not a business day) at such owner?s address shown on said bond registration records, without, except for payment of principal of the Bond, the presentation or surrender of this Bond, and all such payments shall discharge the obligation of the City to the extent of the payments so made. Payment of principal shall be made upon presentation and surrender of this Bond to the Bond Registrar when due. For the prompt and full payment of such principal and interest as they become due, the full faith and credit and taxing power of the City are irrevocably pledged. The City has designated the Bonds as “qualified tax-exempt obligations” pursuant to Section 265(b)(3) of the Internal Revenue Code of 1986, as amended.
This Bond is one of a series issued by the City in the aggregate amount of $1,015,000, all of like date and tenor, except as to number, maturity date, denomination, redemption privilege and interest rate, pursuant to: (i) the authority contained in Minnesota Statutes, Chapter 475 and all other laws thereunto enabling, (ii) the authority granted by the voters of the City at a regularly called and duly held election, and (iii) an authorizing resolution adopted by the governing body of the City on March 16, 1998 (the “Resolution”), for the purpose of financing a portion of the costs of the acquisition and betterment of a community center. The principal of and interest on the Bonds are payable from ad valorem taxes pledged to a special fund of the City entitled “1998 Community Center Bonds Debt Service Fund”, as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred.
The Bonds shall be subject to mandatory redemption prior to maturity pursuant to the requirements of the Resolution at a redemption price equal to the stated principal amount thereof plus interest accrued thereon to the redemption date, without premium. The Bond Registrar shall select for redemption, by lot or other manner deemed fair, on February 1 in each of the following years the following stated principal amounts:
For Bonds maturing on February 1, 2004:
Year Amount
2001 30,000
2002 35,000
2003 35,000
The remaining $35,000 stated principal amount shall be paid at maturity on February 1, 2004.
For Bonds maturing on February 1, 2008:
Year Amount
2005 35,000
2006 40,000
2007 40,000
The remaining $45,000 stated principal amount shall be paid at maturity on February 1, 2008.
For Bonds maturing on February 1, 2011:
Year Amount
2009 45,000
2010 45,000
The remaining $50,000 stated principal amount shall be paid at maturity on February 1, 2011.
For Bonds maturing on February 1, 2014:
Year Amount
2012 50,000
2013 55,000
The remaining $60,000 stated principal amount shall be paid at maturity on February 1, 2014.
For Bonds maturing on February 1, 2017:
Year Amount
2015 60,000
2016 65,000
The remaining $65,000 stated principal amount shall be paid at maturity on February 1, 2017.
For Bonds maturing on February 1, 2020:
Year Amount
2018 70,000
2019 75,000
The remaining $80,000 stated principal amount shall be paid at maturity on February 1, 2020.
The Bonds are subject to redemption and prepayment at the option of the City on February 1, 2007, and on any day thereafter, in whole or in part, and if in part, in such order of maturity years as the City shall determine and by lot as to the Bonds maturing in the same year, at a price equal to the principal amount plus accrued interest to the redemption date. Not less than thirty days prior to the date fixed for redemption and prepayment of any Bonds, notice of redemption shall be mailed to each registered owner of a Bond to be redeemed and published notice of redemption will be given, if required by law, in the manner provided by Minnesota Statutes, Chapter 475 and the Resolution; provided however, that so long as the Bonds are registered in the name of Cede & Co., as nominee for The Depository Trust Company (“DTC”), notice of redemption shall be given in accordance with the terms of the Blanket Issuer Letter of Representations which has been executed by the City and DTC. No defect or failure in such mailed notice shall affect the validity of the proceedings for redemption of any Bond not affected by such failure or defect. If any Bond is redeemed in part, upon surrender of the Bond being redeemed, the City shall deliver or cause to be delivered to the registered owner of such Bond a Bond in like form in the principal amount equal to that portion of the Bond so surrendered not being redeemed.
The Bonds of this series are issued as fully registered bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. The City will, at the request of the registered owner, issue one or more new fully registered bonds in the name of the registered owner in the aggregate principal amount equal to the unpaid principal balance of this Bond, all of like tenor except as to number and principal amount. This Bond is transferable by the registered owner hereof upon surrender of this Bond for transfer at the principal corporate office of the Bond Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar and executed by the registered owner hereof or the owner?s attorney duly authorized in writing. Thereupon the City shall execute and the Bond Registrar shall authenticate, if required by law or the Resolution, and deliver, in exchange for this Bond, one or more new fully registered bonds in the name of the transferee of an authorized denomination, an aggregate principal amount equal to the unpaid principal amount of this Bond, of the same maturity, and bearing interest at the same rate. No service charge shall be made for any transfer or exchange hereinbefore referred to, but the City may require payment of a sum sufficient to cover any tax or other governmental charge payable m connection therewith.
IT IS CERTIFIED AND RECITED that all acts and conditions required by the laws and the Constitution of the State of Minnesota to be done and to exist precedent to and in the issuance of this Bond, in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done and do exist in form, time and manner as so required; that all taxable property within the limits of the City is subject to the levy of ad valorem taxes to the extent needed to pay the principal hereof and the interest hereon when due, without limitation as to rate or amount and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until either (i) the Bond Registrar?s Authentication Certificate hereon shall have been executed by the Bond Registrar by one of its authorized representatives or (ii) the Bond has been manually executed by at least one officer of the City.
IN WITNESS WHEREOF, the City of Mountain Iron, St. Louis County, Minnesota, by its governing body, has caused this Bond to be executed in its name by the facsimile or manual signature of the Mayor and attested by the facsimile or manual signature of the City Administrator.
ATTEST:
(signature) (signature)
City Administrator Mayor
Date of Authentication: __________________
BOND REGISTRAR?S AUTHENTICATION CERTIFICATE
The Bond Registrar confirms that the books reflect the ownership of the Bond registered in the name of the owner named above in the principal amount and maturing on the date stated above and this Bond is one of the Bonds of the series issued pursuant to the Resolution hereinabove described.
NOR WEST BANK MINNESOTA, NATIONAL ASSOCIATION
Bond Registrar
By
Authorized Representative
(Certificate as to Legal Opinion)
Icertify that attached hereto is a full, true, and correct copy of the legal opinion rendered by Bond Counsel on the issuance of the $1,015,000 General Obligation Community Center Bonds of 1998, of the City of Mountain Iron Minnesota, which includes the within Bond, dated as of the original date of delivery of and payment for the Bonds.
(signature)
City Administrator
REGISTRATION CERTIFICATE
This Bond must be registered as to both principal and interest in the name of the owner on the books to be kept by Norwest Bank Minnesota, National Association of Minneapolis, Minnesota, as Bond Registrar. No transfer of this Bond shall be valid unless made on said books by the registered owner or the owner?s attorney thereunto duly authorized and similarly noted on the registration books. The ownership of the unpaid principal balance of this Bond and the interest accruing thereon is registered on the books of Norwest Bank Minnesota, National Association in the name of the registered owner last noted below.
Registered Owner Signature of Bond Registrar
4/__/98 Cede and Co. ____________________________
do The Depository Trust
Company
55 Water Street
New York, NY 10041
Federal Taxpayer I.D.
No.: 13-2555119
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns and transfers unto
(Name and Address of Assignee)
_________________________ Social Security or Other
Identifying Number of Assignee
the within Bond and all rights thereunder and does hereby irrevocably constitute and appoint attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated: ___________________
NOTICE: The signature to this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.
Signature Guaranteed:
(Bank, Trust Company, member of
National Securities Exchange)
Section 4. Covenants. Accounts and Tax Levies.
4.01 On receipt of the purchase price of the Bonds, the City shall credit proceeds from the sale of the Bonds, less amounts allocated as capitalized interest (the “Capitalized Interest”), less Accrued Interest less the Additional Interest, to a separate fund, which has been created and designated as the “1998 Community Center Bonds Construction Fund.” The monies in such fund, along with other monies of the City available therefor, shall be used to pay construction costs of the Project. Other costs for which payment from such fund is authorized shall include costs of legal, financial advisory, and other professional services, printing and publication costs, and costs of issuance of the Bonds.
4.02 A separate debt service fund is hereby created and is designated as the “1998 Community Center Bonds Debt Service Fund” (the “Debt Service Fund”). Ad valorem taxes levied or to be levied for the Project in this Resolution are pledged to the Debt Service Fund. There is appropriated to the Debt Service Fund the Capitalized Interest, the Accrued Interest and the Additional Interest. The money in such fund shall be used for no purpose other than the payment of principal and interest on the Bonds; provided, however, that if any payment of principal or interest shall become due when there is not sufficient money in the Debt Service Fund, the City Administrator shall pay the same from any other fund of the City, which fund shall be reimbursed from the Debt Service Fund when the balance therein is sufficient.
4.03 A. For the prompt and full payment of the principal and interest on the Bonds when due, the full faith and credit and taxing power of the City are hereby irrevocably pledged. There is hereby levied a direct annual ad valorem tax upon all taxable property in the City which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City. Said levies are for the years and in the amounts set forth in ATTACHMENT A hereto, which is incorporated by reference as though fully set forth herein.
B. The tax levies are such that if collected in full, they together with estimated collections of investment earnings, will produce at least ~ in excess of the amount needed to meet when due the principal and interest payments on the Bonds.
C. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid; provided, however, that on November 30 of each year, while any Bonds issued hereunder remain outstanding, the City Council shall reduce or cancel the above levies to the extent of funds available in the Debt Service Fund to pay principal and interest due during the ensuing year, and shall direct the County Auditor to reduce the levy for such calendar year by that amount.
Section 5. Tax Covenants
5.01 A. The City covenants and agrees with the holders of the Bonds that the City will (i) take all action on its part necessary to cause the interest on the Bonds to be exempt from federal income taxes including, without limitation, restricting, to the extent necessary, the yield on investments made with the proceeds of the Bonds and investment earnings thereon, making required payments to the federal government, if any, and maintaining books and records in a specified manner, where appropriate, and (ii) refrain from taking any action which would cause interest on the Bonds to be subject to federal income taxes, including, without limitation, refraining from spending the proceeds of the Bonds and investment earnings thereon on certain specified purposes.
B. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby finds, determines and declares that the aggregate face amount of the tax-exempt obligations (other than private activity bonds) issued by the City (and all subordinate entities of the City) during the calendar year in which the Bonds are issued is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(f)(4)(C) of the Internal Revenue Code of 1986, as amended (the “Code”).
C. In order to qualify the Bonds as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code, the City hereby makes the following factual statements and representations:
(i) the Bonds are not “private activity bonds” as defined in Section 141 of the Code;
(ii) the City hereby designates the Bonds as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the Code;
(iii) 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 by issued by the City (and all entities whose obligations will be aggregated with those of the City) during the calendar year in which the Bonds are being issued will not exceed $10,000,000; and
(iv) not more than $10,000,000 of obligations issued by the City during the calendar year in which the Bonds are being issued have been designated for purposes of Section 265(b)(3) of the Code.
D. 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 Section.
Section 6. Certificate of Proceedings.
6.01 The City Administrator is directed to file with the County Auditor a certified copy of this Resolution and such other information as the County Auditor may require, and to obtain from the County Auditor a certificate stating that the Bonds herein authorized have been duly entered on his register.
6.02 The officers of the City are authorized and directed to prepare and furnish to the Purchaser of the Bonds and to bond counsel certified copies of all proceedings and records of the City relating to the authorization and issuance of the Bonds and other affidavits and certificates as may reasonably be requested to show the facts relating to the legality and marketability of the Bonds as such facts appear from the official books and records of the officers? custody or otherwise known to them. All of such certified copies, certificates and affidavits, including any heretofore furnished, constitute representations of the City as to the correctness of facts recited therein and the actions stated therein to have been taken.
6.03 In the event of the absence or disability of the Mayor or the City Administrator, such officers or members of the City Council as in the opinion of the City?s attorney, may act in their behalf, shall without further act or authorization, execute and deliver the Bonds, and do all things and execute all instruments and documents required to be done or executed by such absent or disabled officers.
6.04 The Mayor and the City Administrator are hereby authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement.
Section 7. Continuing Disclosure. The City acknowledges that the Bonds are subject to the continuing disclosure requirements of Rule 15c2?12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. ? 240. 15c2?12) (the “Rule”). The Rule governs the obligations of certain underwriters to require that issuers of municipal bonds enter into agreements for the benefit of the bondholders to provide continuing disclosure with respect to the bonds. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit underwriters of the Bonds to comply with the Rule, which will enhance the marketability of the Bonds, the Mayor and the City Administrator are hereby authorized and directed to execute a Continuing Disclosure Certificate substantially in the form of the Certificate currently on file in the office of the City.
Adopted March 16, 1998.
ATTACHMENT A
$1,015,000 General Obligation Community Center Bonds of 1998
CITY OF MOUNTAIN IRON, MINNESOTA
1999 2000 53,626.13
2000 2001 85,126.13
2001 2002 88,958.63
2002 2003 87,304.88
2003 2004 85,651.13
2004 2005 83,997.38
2005 2006 87,501.75
2006 2007 85,506.75
2007 2008 88,761.75
2008 2009 86,517.38
2009 2010 84,154.88
2010 2011 87,042.38
2011 2012 84,417.38
2012 2013 86,963.63
2013 2014 89,239.50
2014 2015 85,995.00
2015 2016 87,937.50
2016 2017 84,354.38
2017 2018 86,021.25
2018 2019 87,375.75
2019 2020 88,452.00
1998 1999 $44,688.44
