ITEM 71. Updated RES 19-78EXTRACT OF MINUTES OF A MEETING
OF THE CITY COUNCIL
CITY OF OTSEGO, MINNESOTA
HELD: NOVEMBER 25, 2019
Pursuant to due call and notice thereof, a regular or special meeting of the City Council
of the City of Otsego, Wright County, Minnesota, was duly held at the City Hall on November
25, 2019, at 7:00 P.M., for the purpose in part of awarding the sale of $3,525,000 General
Obligation Water and Sewer Revenue Refunding Bonds, Series 2019A.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
RESOLUTION NO.
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $3,525,000 GENERAL
OBLIGATION WATER AND SEWER REVENUE REFUNDING BONDS, SERIES 2019A
AND PLEDGING FOR THE SECURITY THEREOF NET REVENUES
A. WHEREAS, the City of Otsego, Minnesota (the "City") hereby determines and
declares that it is necessary and expedient to provide moneys for a current refunding on
December 30, 2019 (the "Call Date") of the City's General Obligation Water and Sewer Revenue
Refunding Bonds, Series 2009A, dated December 1, 2009, in the original principal amount of
$6,360,000 (the "Prior Bonds"), which mature on December 1, 2024 through December 1, 2026,
inclusive, in the aggregate principal amount of $3,960,000 (the "Refunded Bonds"), all in
accordance with the provisions of the resolution adopted by the City Council on November 9,
2009 (the "Prior Resolution"); and
B. WHEREAS, the City Council hereby determines and declares that it is necessary
and expedient to issue $3,525,000 General Obligation Water and Sewer Revenue Refunding
Bonds, Series 2019A (the "Bonds" or individually, a "Bond"), pursuant to Minnesota Statutes,
Chapters 444 and 475 to provide moneys to provide for a current refunding of the Refunded
Bonds on the Call Date; and
C. WHEREAS, the City Council has called for the redemption of the December 1,
2027 maturity of the Prior Bonds on December 1, 2019, which maturity will be paid from
available funds of the City; and
D. WHEREAS, the City owns and operates a municipal water utility system (the
"Water System") and a municipal sanitary sewer utility system (the "Sewer System" and together
with the Water System, the "System"), as separate revenue producing public utilities; and
E. WHEREAS, the net revenues of the System are pledged to the payment of the
City's outstanding General Obligation Water and Sewer Revenue Refunding Bonds, Series
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2010C, in the original principal amount of $21,300,000, dated November 1, 2010; (the
"Outstanding System Bonds"); and
F. WHEREAS, the refunding of the Refunded Bonds is necessary and desirable for
the reduction of debt service cost to the City; and
G. WHEREAS, the City has retained Abdo, Eick & Meyers LLP, in Edina,
Minnesota, as its independent municipal advisor for the sale of the Bonds and was therefore
authorized to sell the Bonds by private negotiation in accordance with Minnesota Statutes,
Section 475.60, Subdivision 2(9); and
H. WHEREAS, it is in the best interests of the City that the Bonds be issued in book -
entry form as hereinafter provided.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Otsego,
Minnesota, as follows:
1. Acceptance of Offer. The proposal of Northland Securities, Inc. (the
"Purchaser"), to purchase the Bonds, at the rates of interest hereinafter set forth, and to pay
therefor the sum of $4,004,031,30, plus interest accrued to settlement, is hereby accepted, and
the Bonds are hereby awarded to the Purchaser.
2. Terms of Bonds.
(a) Original Issue Date; Denominations• Maturities; Term Bond Option. The Bonds
shall be dated December 19, 2019, as the date of original issue, shall be issued forthwith on or
after such date in fully registered form, 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 "Authorized
Denominations") and shall mature on December 1 in the years and amounts as follows:
Year Amount
2024
$610,000
2025
1,430,000
2026
1,485,000
The maturity schedule for the Bonds complies with Minnesota Statutes, Section 475.54,
subdivision 17 in that the Bonds are payable primarily from a source other than ad valorem taxes
and the City Council hereby estimates that the net revenues from the System, which is the
primary source of payment for the Bonds, will be sufficient to pay, and by this Resolution is
irrevocably appropriated to, the payment of the Bonds.
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).
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(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 or 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 5 and 10 Authorized Denominations
for any Bond shall be deemed to be limited during the Book Entry Only Period to the
outstanding principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar (as hereinafter defined) 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 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 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 Holder 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 the Holder or the Holders of the Bonds as shown on the 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 premium, if any, and interest on the Bonds
to the extent of the sum or sums so paid.
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(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 10, 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 City, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book -entry Depository for the Bonds (said 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, collectively hereinafter referred to as the "Letter of Representations").
(vii) All 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 procedures 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 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
fifteen calendar days in advance of such special record date to the extent possible.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(c) Termination of Book -Entry Only S stem. 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 Bond if it 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 or the Beneficial Owners.
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(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 or the Beneficial Owners of the
Bond that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds
shall no longer be registered as being registered in the bond register 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 10. To the extent that the
Beneficial Owners are designated as the transferee by the Holders, in accordance with
paragraph 10, the Bonds will be delivered to the Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10.
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
Letter of Representations shall control.
3. Purpose; Refunding Findings. The Bonds shall provide funds for a current
refunding of the Refunded Bonds (the 'Refunding"). It is hereby found, determined and declared
that the Refunding is pursuant to Minnesota Statutes, Section 475.67, and shall result in a
reduction of debt service cost to the City.
4. Interest. The Bonds shall bear interest payable semiannually on June 1 and
December 1 of each year (each, an "Interest Payment Date"), commencing June 1, 2020,
calculated on the basis of a 360 -day year of twelve 30 -day months, at the respective rates per
annum set forth opposite the maturity years as follows:
Maturity Year Interest Rate
2024
4.00%
2025
4.00
2026
4.00
5. No Optional Redemption. The Bonds shall not be subject to redemption and
prepayment prior to their stated maturity date.
6. Bond Registrar. Northland Trust Services, Inc., in Minneapolis, Minnesota, 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. Principal and interest on the Bonds shall be paid to the registered holders (or
record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 12.
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7. 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:
m
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UNITED STATES OF AMERICA
STATE OF MINNESOTA
WRIGHT COUNTY
CITY OF OTSEGO
GENERAL OBLIGATION WATER AND SEWER REVENUE
REFUNDING BOND, SERIES 2019A
Interest Rate Maturity Date Date of Original Issue CUSIP
December 1, December 19, 2019
REGISTERED OWNER: CEDE & CO.
The City of Otsego, Wright County, Minnesota (the "Issuer"), certifies that it is 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 option of prior redemption, and to pay interest thereon
semiannually on June 1 and December 1 of each year (each, an "Interest Payment Date"),
commencing June 1, 2020, at the rate per annum specified above (calculated on the basis of a
360 -day year 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 Northland Trust Services, Inc., in Minneapolis, Minnesota (the 'Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
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 "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next 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 Holder hereof as of the Regular Record Date, and shall be
payable to the person who is the Holder 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 Bondholders not less
than ten days prior to the Special Record Date. The principal of and premium, if any, and
interest on this Bond are payable in lawful money of the United States of America. So long as
this Bond is registered in the name of the Depository or its Nominee as provided in the
Resolution hereinafter described, and as those terms are defined therein, payment of principal of,
premium, if any, and interest on this Bond and notice with respect thereto shall be made as
provided in Letter of Representations, as defined in the Resolution. Until termination of the
book -entry only system pursuant to the Resolution, Bonds may only be registered in the name of
the Depository or its Nominee.
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No Optional Redemption. The Bond is not subject to redemption and prepayment prior
to its stated maturity date.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $3,525,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate and denomination, issued pursuant to and in full conformity with the Constitution,
Charter of the Issuer and laws of the State of Minnesota and pursuant to a resolution adopted by
the City Council on November 25, 2019 (the "Resolution"), for the purpose of providing funds
for a partial current refunding of the Issuer's General Obligation Water and Sewer Revenue
Refunding Bonds, Series 2009A, dated December 1, 2009. This Bond is payable out of the Debt
Service Account of the Issuer's General Obligation Water and Sewer Revenue Refunding Bonds,
Series 2019A Fund. This Bond constitutes a general obligation of the Issuer, 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 Issuer have been and are
hereby irrevocably pledged.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form 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 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
with the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder'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 Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer 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 Registered Owners. The Issuer 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 herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer 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.
N.
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Qualified Tax -Exempt Obligation. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution, Charter of the Issuer and laws of the State of Minnesota to be done,
to happen 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; that the Issuer has covenanted and agreed with the Holders of the Bonds that it will
impose and collect charges for the service, use and availability of its municipal water system and
its municipal sanitary sewer system (collectively, the "System") at the times and in amounts
necessary to produce net revenues, together with other sums pledged to the payment of the
Bonds, adequate to pay all principal and interest when due on the Bonds; and that the Issuer will
levy a direct, annual, irrepealable ad valorem tax upon all of the taxable property of the Issuer,
without limitation as to rate or amount, for the years and in amounts sufficient to pay the
principal and interest on the Bonds as they respectively become due, if the net revenues from the
System, and any other sums irrevocably appropriated to the Debt Service Account are
insufficient therefor; and that this Bond, together with all other debts of the Issuer outstanding on
the date of original issue hereof and the date of its issuance and delivery to the original
purchaser, does not exceed any constitutional, charter or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the City of Otsego, Wright 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/Finance Director.
Date of Registration:
BOND REGISTRAR'S
CERTIFICATE OF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
NORTHLAND TRUST SERVICES,
INC.,
Minneapolis, Minnesota
Bond Registrar
Authorized Signature
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Registrable by: NORTHLAND TRUST
SERVICES, INC.
Payable at: NORTHLAND TRUST
SERVICES, INC.
CITY OF OTSEGO,
WRIGHT COUNTY,
MINNESOTA
/s/ facsimile
Mayor
/s/ facsimile
City Administrator/Finance Director
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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
UTMA -
as joint tenants with right of survivorship and not as tenants in common
(Cust)
under the
as custodian for
(State)
(Minor)
Uniform 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 attorney to transfer
the Bond on the books kept for the registration thereof, with full power of substitution in the
premises.
Dated:
Notice: 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 Guaranteed:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges or 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.)
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8. Execution. The Bonds shall be in typewritten form, shall be executed on behalf of
the City by the signatures of its Mayor and City Administrator/Finance Director and be sealed
with the seal of the City; provided, as permitted by law, both signatures may be photocopied
facsimiles and the corporate seal has been omitted. In the event of disability or resignation or
other absence of either officer, the Bonds may be signed by the manual or facsimile signature of
the officer who may act on behalf of the absent or disabled officer. In case either 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, the signature or facsimile shall nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery.
9. 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
the 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 of
December 19, 2019. The Certificate of Authentication so executed on each Bond shall be
conclusive evidence that it has been authenticated and delivered under this resolution.
10. 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 9) 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 Holder, 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
Holder making the exchange is entitled to receive.
All 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.
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All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
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 Holder thereof or the Holder'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 regulations 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. The City
Administrator/Finance Director is hereby authorized to negotiate and execute the terms of said
agreement.
11. 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.
12. 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 (the "Holder") 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 next 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 Holder thereof as of
the Regular Record Date, and shall be payable to the person who is the Holder 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 Holders not less than ten days prior to the
Special Record Date.
13. 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 12) 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.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the City Administrator/Finance Director to the Purchaser upon receipt of
the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Water and Sewer Revenue Refunding Bonds, Series 2019A Fund" (the
"Fund") to be administered and maintained by the City Administrator/Finance Director as a
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12190622v1
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
Bonds herein authorized and the interest thereon shall have been fully paid. The Operation and
Maintenance Account for the Water System and the Operation and Maintenance Account for the
Sewer System (together, the "Operation and Maintenance Accounts") heretofore established by
the City shall continue to be maintained in the manner heretofore provided by the City. All
moneys remaining after paying or providing for the items set forth in the resolution establishing
the Operation and Maintenance Accounts shall constitute and are referred to as "net revenues"
until the Bonds have been paid. There shall be maintained in the Fund the following separate
accounts to which shall be credited and debited all net revenues of the System as hereinafter set
forth. The City Administrator/Finance Director and all officials and employees concerned
therewith shall establish and maintain financial records of the receipts and disbursements of the
System in accordance with this resolution. In such records there shall be established and
maintained accounts of the Fund for the purposes as follows:
16. Payment Account. The proceeds of the Bonds shall be deposited in the Payment
Account. On or prior to the Call Date, the City Administrator/Finance Director shall transfer
$3,973,018.58 of the proceeds of the Bonds from the Payment Account to the paying agent for
the Prior Bonds. This amount is sufficient to pay the principal and interest due on the Refunded
Bonds. The remainder of the monies in the Payment Account shall be used to pay the costs of
issuance of the Bonds. Any monies remaining in the Payment Account after payment of all costs
of issuance and payment of the Refunded Bonds shall be transferred to the Debt Service
Account.
17. Debt Service Account. There are hereby irrevocably appropriated and pledged to,
and there shall be credited to, the Debt Service Account: (i) the net revenues of the System not
otherwise pledged and applied to the payment of other obligations of the City, in an amount,
together with other funds which may herein or hereafter from time to time be irrevocably
appropriated sufficient to meet the requirements of Minnesota Statutes, Section 475.61 for the
payment of the principal and interest of the Bonds; (ii) any collections of all taxes which may
hereafter be levied in the event that the net revenues of the System and other funds herein
pledged to the payment of the principal and interest on the Bonds are insufficient therefor;
(iii) any balance remaining after the Call Date, in the Prior Bonds General Obligation Water and
Sewer Revenue Refunding Bonds, Series 2009A Fund established by the Prior Resolution; (iv)
all investment earnings on funds in the Debt Service Account; and (v) any and all other moneys
which are properly available and are appropriated by the governing body of the City to the Debt
Service Account. The Debt Service Account shall be used solely to pay the principal and interest
and any premiums for redemption of the Bonds and any other general obligation bonds of the
City hereafter issued by the City and made payable from said account as provided by law.
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 of the proceeds of the Bonds or $100,000. To
this effect, any proceeds of the Bonds and any sums from time to time held in the Debt Service
Account (or any other City account which will be used to pay principal and interest to become
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due on the Bonds) in excess of amounts which under the applicable federal arbitrage regulations
may be invested without regard as to yield shall not be invested in excess of the applicable yield
restrictions imposed by the arbitrage regulations on such investments after taking into account
any applicable "temporary periods" or "minor portion" made available under the federal arbitrage
regulations. In addition, the proceeds of the Bonds and money in the Debt Service Account 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 to be "federally guaranteed" within the meaning of Section 149(b) of the
Internal Revenue Code of 1986, as amended (the "Code").
18. Coverage Test• Pledge of Net Revenues and Excess Net Revenues. It is hereby
found, determined and declared that the net revenues of the System are sufficient in amount to
pay when due the principal of and interest on the Bonds and the Outstanding System Bonds and
a sum at least five percent in excess thereof. The net revenues of the System are hereby pledged
on a parity lien with the Outstanding System Bonds and shall be applied for that purpose, but
solely to the extent required to meet, together with other pledged sums, the principal and interest
requirements of the Bonds as the same become due.
As used herein the term net revenues means the gross revenues derived by the City from
the operation of the System, including all charges for service, use, availability, and connection to
the System, and all monies received from the sale of any facilities or equipment of the System or
any by-products thereof, less all normal, reasonable, or current costs of owning, operating, and
maintaining the System. Excess net revenues of the System in excess of those required for the
foregoing may be used for any proper purpose.
Nothing contained herein shall be deemed to preclude the City from making further
pledges and appropriations of the net revenues of the System for the payment of other or
additional obligations of the City, provided that it has first been determined by the City Council
that the estimated net revenues of the System will be sufficient, in addition to all other sources,
for the payment of the Bonds and such additional obligations and any such pledge and
appropriation of the net revenues may be made superior or subordinate to, or on a parity with the
pledge and appropriation herein.
19. Covenant to Maintain Rates and Charges. In accordance with Minnesota Statutes,
Section 444.075, the City hereby covenants and agrees with the Holders of the Bonds that it will
impose and collect charges for the service, use, availability and connection to the System at the
times and in the amounts required to produce net revenues (together with other funds herein
pledged) adequate to pay all principal and interest when due on the Bonds. Minnesota Statutes,
Section 444.075, Subdivision 2, provides as follows: 'Real estate tax revenues should be used
only, and then on a temporary basis, to pay general or special obligations when the other
revenues are insufficient to meet the obligations".
20. General Obligation Pledge. For the prompt and full payment of the principal of
and interest on the Bonds as the same respectively become due, the full faith, credit and taxing
powers of the City shall be and are hereby irrevocably pledged. If the net revenues of the
System appropriated and pledged to the payment of the principal and interest on the Bonds,
together with other funds irrevocably appropriated to the Payment Account or the Debt Service
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Account, shall at any time be insufficient to pay the principal and interest when due, the City
covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all
taxable property in the City sufficient to pay such principal and interest as it becomes due. If the
balance in the Payment Account or Debt Service Account is ever insufficient to pay all principal
and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out
of any other accounts of the City which are available for such purpose, and such other funds may
be reimbursed without interest from the Payment Account or Debt Service Account when a
sufficient balance is available therein.
21. Prior Bonds, Security and Prepayment. Until retirement of the Prior Bonds, all
provisions for the security thereof shall be observed by the City and all of its officers and agents.
The Refunded Bonds shall be redeemed and prepaid on the Call Date in accordance with the
terms and conditions set forth in the Notice of Call for Redemption attached hereto as Exhibit A,
which terms and conditions are hereby approved and incorporated herein by reference.
22. Supplemental Resolution. The Prior Resolution authorizing the issuance of the
Prior Bonds is hereby supplemented to the extent necessary to give effect to the provisions
hereof.
23. Certificate of Registration. The City Administrator/Finance Director is hereby
directed to file a certified copy of this resolution with the County Auditor of Wright County,
Minnesota, together with such other information as the County Auditor shall require, and to
obtain a County Auditor's Certificate that the Bonds have been entered in the Bond Register.
24. 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.
25. Negative Covenant as to Use of Bond Proceeds and Project. The City hereby
covenants not to use the proceeds of the Bonds or to use the improvements financed by the Prior
Bonds (the "Project"), or to cause or permit them to be used, or to enter into any deferred
payment arrangements for the cost of the Project, in such a manner as to cause the Bonds to be
"private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code.
26. 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
(i) requirements relating to temporary periods for investments, (ii) limitations on amounts
invested at a yield greater than the yield on the Bonds, and (iii) the rebate of excess investment
earnings to the United States. The City expects to satisfy the six month expenditure exemption
from gross proceeds of the Bonds as provided in Section 1.148-7(c) of the Regulations. The
Mayor and or City Administrator/Finance Director are hereby authorized and directed to make
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such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary,
appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall
be deemed and treated as, elections of the City.
27. Designation of Qualified Tax -Exempt Obligations; Issuance Limit. 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:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) 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 treated as one issuer with the City, and all subordinate
entities whose obligations are treated as issued by the City) during this calendar year 2019 will
not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the City during this calendar
year 2019 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the Bonds does not exceed $10,000,000.
Furthermore:
(g) each of the Refunded Bonds was designated as a "qualified tax exempt
obligation" for purposes of Section 265(b)(3) of the Code;
(h) the average maturity of the Bonds does not exceed the remaining average maturity
of the Refunded Bonds;
(i) no part of the Bonds has a maturity date which is later than the date which is
thirty years after the date the Refunded Bonds were issued; and
0) the Bonds are issued to refund, and not to "advance refund" the Prior Bonds
within the meaning of Section 149(d)(5) of the Code, and shall not be taken into account under
the $10,000,000 issuance limit to the extent the Bonds do not exceed the outstanding amount of
the Prior Bonds.
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.
28. Defeasance. When the Note has been discharged as provided in this paragraph,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Note shall, to the extent permitted by law, cease. The City may discharge its obligations with
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respect to the Note which is due on any date by irrevocably depositing with the Registrar on or
before that date a sum sufficient for the payment thereof in full; or if the Note should not be paid
when due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for
the payment thereof in full with interest accrued to the date of such deposit. The City may also
discharge its obligations with respect to any prepayable Note called for redemption on any date
when they are prepayable according to their terms, by depositing with the Registrar on or before
that date a sum sufficient for the payment thereof in full, provided that notice of redemption
thereof has been duly given. The City may also at any time discharge its obligations with respect
to the Note, subject to the provisions of law now or hereafter authorizing and regulating such
action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law
as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section
475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on
such dates as shall be required, without regard to sale and/or reinvestment, to pay all amounts to
become due thereon to maturity or, if notice of redemption as herein required has been duly
provided for, to such earlier redemption date.
29. Official Statement. The Official Statement relating to the Bonds prepared and
distributed by Purchaser is hereby approved and the officers of the City are authorized in
connection with the delivery of the Bonds to sign such certificates as may be necessary with
respect to the completeness and accuracy of the Official Statement.
30. Continuing Disclosure. The City is the sole obligated person with respect to the
Bonds. The City hereby agrees, in accordance with the provisions of Rule 15c2-12 (the "Rule"),
promulgated by the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended, and a Continuing Disclosure Undertaking (the
"Undertaking") hereinafter described:
(a) to provide or cause to be provided to the Municipal Securities Rulemaking Board,
by filing at www.emma.msrb.org, (i) at least annually, its audited financial statements for the
most recent fiscal year, and (ii) notice of the occurrence of certain events with respect to the
Bonds in not more than ten (10) business days after the occurrence of such event, in accordance
with the Undertaking; and
(b) its covenants pursuant to the Rule set forth in this paragraph and in the
Undertaking is intended to be for the benefit of the Holders of the Bonds and shall be
enforceable on behalf of such Holders; provided that the right to enforce the provisions of these
covenants shall be limited to a right to obtain specific enforcement of the City's obligations under
the covenants.
The Mayor and City Administrator/Finance Director or any other officer of the City
authorized to act in their place (the "Officers") are hereby authorized and directed to execute on
behalf of the City the Undertaking in substantially the form presented to the City Council subject
to such modifications thereof or additions thereto as are (i) consistent with the requirements
under the Rule, (ii) required by the Purchaser of the Bonds, and (iii) acceptable to the Officers.
31. 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
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section, paragraph or provision shall not affect any of the remaining provisions of this
Resolution.
32. Headings. Headings in this Resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
The motion for the adoption of the foregoing Resolution was duly seconded by
Councilmember and, after a full discussion thereof and upon a vote being
taken thereon, the following voted in favor thereof:
and the following voted against the same:
Whereupon the Resolution was declared duly passed and adopted.
IN
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STATE OF MINNESOTA
COUNTY OF WRIGHT
CITY OF OTSEGO
I, the undersigned, being the duly qualified and acting City Administrator/Finance
Director of the City of Otsego, Minnesota, DO HEREBY CERTIFY that I have compared the
attached and foregoing extract of minutes with the original thereof on file in my office, and that
the same is a full, true and complete transcript of the minutes of a meeting of the City Council
duly called and held on the date therein indicated, insofar as such minutes relate to providing for
the issuance and sale of $3,525,000 General Obligation Water and Sewer Revenue Refunding
Bonds, Series 2019A.
WITNESS my hand on November , 2019.
City Administrator/Finance Director
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10.14 09 1 DIM
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION WATER AND SEWER REVENUE
REFUNDING BONDS, SERIES 2009A
CITY OF OTSEGO, WRIGHT COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that by order of the City Council of the City of Otsego,
Wright County, Minnesota, there have been called for redemption and prepayment on
December 30, 2019
those outstanding bonds of the City designated as General Obligation Water and Sewer Revenue
Refunding Bonds, Series 2009A, dated as of December 1, 2009, having stated maturity dates in
the years 2024 through 2026, inclusive, and totaling $3,960,000 in principal in principal amount
and having CUSIP numbers listed below:
Year
CUSIP
AMOUNT
2024
689146 KA5
$750,000
2025
689146 KB3
1,575,000
2026
689146 KC1
1,635,000
The bonds are being called at a price of par plus accrued interest to December 30, 2019, on
which date all interest on the bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment, at Northland Trust Services, Inc.,
150 S. 5th St., Suite 3300, Minneapolis, MN 55402.
Dated: November 25, 2019 BY ORDER OF THE CITY COUNCIL
/s/ Adam Flaherty, City Administrator/Finance
Director
*The City shall not be responsible for the selection of or use of the CUSIP numbers, nor is any
representation made as to their correctness indicated in the notice. They are included solely for
the convenience of the holders.
A-1
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