HomeMy WebLinkAboutCC RES 97-039 RESOLUTION RELATING TO $940,000 LIQUOR REVENUE BONDS, SERIES 1997; AUTHORIZING THE ISSUANCE; AWARDING THE THE SALE, FIXING THE FORM AND DETAILS, PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND SECURITY THEREFOR Meeting Sheet
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103245
Box: 26
Folder: RES 1997
Document: CC RES 97-039 RESOLUTION RELATING TO $940,000
LIQUOR REVENUE BONDS, SERIES 1997; AUTHORIZING THE ISSUANCE;
AWARDING THE THE SALE, FIXING THE FORM AND DETAILS,
PROVIDING FOR THE EXECUTION AND DELIVERY THEREOF AND
SECURITY THEREFOR
W1.
CERTIFICATION OF MINUTES RELATING TO
$940,000 LIQUOR REVENUE
BONDS, SERIES 1997
Issuer: City of St. Anthony, Minnesota
Governing Body: City Council
Kind, date, time and place of meeting: A meeting held on Tuesday, July 22,
1997 at 7:00 o'clock P.M., at the City Hall.
Members present: Richard Enrooth, Jerome Faust, George Wagner and
Mayor Clarence Ranallo
Members absent: George Marks
Documents Attached:
Minutes of said meeting (pages): 1 through 25
RESOLUTION NO. 97-039
RESOLUTION RELATING TO $940,000 LIQUOR
REVENUE BONDS, SERIES 1997; AUTHORIZING THE
• ISSUANCE; AWARDING THE SALE, FIXING THE
FORM AND DETAILS, PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND THE
SECURITY THEREFOR
I, the undersigned, being the duly qualified and acting recording officer
of the City of St. Anthony, Minnesota, certify that the documents attached hereto, as
described above, have been carefully compared with the original records of the City
in my legal custody, from which they have been transcribed; that said documents are
a correct and complete transcript of the minutes of a meeting of the City Council of
the City, and correct and complete copies of all resolutions and other actions taken
and of all documents approved by said City Council at said meeting, so far as they
relate to said bonds; and that said meeting was duly held by said City Council at the
time and place and was attended throughout by the members indicated above,
pursuant to call and notice of such meeting given as required by law.
WITNESS my hand officially as such recording officer this 2 zdday of
1997.
^ Signature
• Connie Kroeplin. City Clerk
Name and Title
1
It was reported that a proposal had been received by Springsted
Incorporated from Dougherty Dawkins LLC for theurchase of $940 000 Liquor
uor q
Revenue Bonds, Series 1997 of the City (the Bonds).
•
•
Member George Wagner introduced the following resolution and
Smoved its adoption:
RESOLUTION NO. 97-039
RESOLUTION RELATING TO $940,000 LIQUOR
REVENUE BONDS, SERIES 1997; AUTHORIZING THE
ISSUANCE; AWARDING THE SALE, FIXING THE
FORM AND DETAILS, PROVIDING FOR THE
EXECUTION AND DELIVERY THEREOF AND THE
SECURITY THEREFOR
BE IT RESOLVED by the City Council of the City of St. Anthony, (the
City), as follows:
Section 1. Authorization and Sale.
1.01. Municipal Liquor Store. The City owns and operates one or more
municipal liquor stores for the on-sale and off-sale of intoxicating liquor and other
merchandise in accordance with the provisions of Minnesota Statutes, Chapter 340A
(collectively the Liquor Enterprise).
• 1.02. Project. It is in the best interest of the City, its residents and
customers of the Liquor Enterprise, that the City construct a new liquor store to
replace an existing liquor store of the City (the Project). The Project is presently
estimated to cost approximately $940,000.
1.03. Issuance of Bonds. It is in the best interest of the City, its residents
and the customers of the Liquor Enterprise for the City to issue at this time its
Liquor Revenue Bonds, Series 1997 in the principal amount of $940,000 (the Bonds),
upon the terms and conditions hereinafter set forth, to finance the Project. It is in
the best interest of the City that the Bonds be payable primarily from the Net
Revenues (as hereinafter defined) of the Liquor Enterprise.
1.04. Sale of Bonds. The City has retained Springsted Incorporated to
act as financial advisor to the City in connection with the issuance and sale of the
Bonds, and it is hereby determined to sell the Bonds without meeting the
requirements as to public sale under Minnesota Statutes, Section 475.60, subdivision
1, pursuant to the exception from such requirement contained in clause (9) of
Minnesota Statutes, Section 475.60, subdivision 2. The City has received an offer
from Dougherty Dawkins LLC of Minneapolis, Minnesota, (the Purchaser), to
purchase the Bonds at a price of $923,080, plus accrued interest from the date of the
Bonds to the date of delivery thereof, the Bonds to bear interest at the rates set forth
• in Section 3.01 and have such other terms as are set forth in this Resolution. The
i
• proposal is deemed reasonable and in the best interests of the City and is hereby
accepted.
1.05. Performance of Requirements. The revenues reasonably
anticipated to be received from the operation of the Liquor Enterprise as improved
by the Project during the period for which the Bonds will be outstanding will be
more than sufficient to pay all costs of the operation and maintenance of the Liquor
Enterprise and to provide Net Revenues (as hereinafter defined) adequate to meet
all payments of principal and interest on the Bonds as the same shall fall due. There
are no outstanding obligations payable from or constituting a lien or charge upon
such Net Revenues, and it is in the best interests of the City that the Bonds be made
payable solely from the Net Revenues. All acts, conditions and things which are
required by the Constitution and laws of the State of Minnesota to be done, to exist,
to happen and to be performed precedent to and in the valid issuance of the Bonds
having been done, existing, having happened and having been performed, it is now
necessary to establish the form and terms of the Bonds, to provide security therefor
and to issue the Bonds forthwith.
Section 2. Form of Bonds.
2.01. Bond Form. The Bonds shall be prepared in substantially the
following form:
•
•
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• [Face of the Bonds]
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTIES OF HENNEPIN AND RAMSEY
CITY OF ST. ANTHONY
LIQUOR REVENUE BOND, SERIES 1997
No. $
Date of
Rate Maturity Original Issue CUSIP
August 1, 1997
REGISTERED SEE REVERSE
OWNER FOR CERTAIN
DEFINITIONS
• PRINCIPAL
AMOUNT DOLLARS
THE CITY OF ST. ANTHONY, Hennepin and Ramsey Counties,
Minnesota (the City), acknowledges itself to be indebted and, for value received,
hereby promises to pay to the registered owner named above, or registered assigns,
solely from the Revenue Bond Account in its Liquor Enterprise Fund, as a first lien
and charge upon the net revenues from time to time received from the operation of
its municipal liquor enterprise, the principal amount specified above, on the
maturity date specified above, with interest thereon from the date of original issue
specified above, or the most recent interest payment date to which interest has been
paid or duly provided for, at the annual rate specified above, payable on January 1
and July 1 in each year, commencing January 1, 1998, to the person in whose name
this Bond is registered at the close of business on the 15th day (whether or not a
business day) of the immediately preceding month, all subject to the provisions
referred to herein with respect to redemption of this Bond before maturity. The
interest hereon and, upon presentation and surrender hereof, the principal hereof,
are payable in lawful money of the United States of America by check or draft drawn
on Firstar Trust Company, 615 East Michigan Street, Milwaukee, Wisconsin 53202,
Attention: Corporate Trust Services, Fourth Floor, as agent for Firstar Bank of
Minnesota, N.A., in St. Paul, Minnesota, as Registrar, Transfer Agent and Paying
•
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• Agent (the "Bond Registrar"), or its successor designated under the Resolution
described herein.
Additional provisions of this Bond are contained on the reverse hereof
and such provisions shall for all purposes have the same effect as though fully set
forth herein.
This Bond shall not be valid or become obligatory for any purpose or be
entitled to any security or benefit under the Resolution until the Certificate of
Authentication hereon shall have been executed by the Bond Registrar by manual
signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of St. Anthony, Hennepin and
Ramsey Counties, State of Minnesota, by its City Council, has caused this Bond to be
executed by the signatures of the Mayor and the City Manager of the City and has
caused this Bond to be dated as of the date set forth below.
Date of Authentication:
(Facsimile Signature_ Facsimile Signature)
• City Manager Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution
mentioned within.
FIRSTAR BANK OF MINNESOTA,
N.A., St. Paul, Minnesota,
as Bond Registrar
By
Authorized Representative
•
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[Reverse of the Bonds]
This Bond is one of a series in the total principal amount of $940,000,
all of like date and tenor except as to interest rate, serial number, denomination,
redemption privilege and maturity date, which Bonds have been issued for the
purpose of providing money to construct a new municipal liquor store to replace an
existing municipal liquor store. Said Bonds and the interest thereon are payable
solely and exclusively from the net revenues of the municipal liquor enterprise of
the City pledged to the payment thereof and do not constitute a debt of the City
within the meaning of any constitutional or statutory limitation of indebtedness,
and the full faith and credit and taxing power of the City are not pledged to the
payment of the principal of or interest on the Bonds. Additional revenue
obligations may be issued on a parity of lien upon the net revenues of the municipal
liquor enterprise with the Bonds of this issue as provided in Resolution No. 97-039
adopted July 22, 1997 by the City Council (the "Resolution"). The Bonds are issuable
only as fully registered bonds, in denominations of $5,000 or any multiple thereof, of
single maturities.
Bonds maturing in the years 1999 through 2007 are payable on their
respective stated maturity dates without option of prior payment, but Bonds having
stated maturity dates in 2008 and later years are each subject to redemption and
prepayment, at the option of the City and in whole or in part, and if in part, in the
• maturities selected by the City and, within a maturity, in $5,000 principal amounts
selected by lot, on January 1, 2007 and on any date thereafter, at a price equal to the
principal amount thereof to be redeemed plus accrued interest to the date of
redemption.
Bonds maturing on January 1, 2004 shall be subject to mandatory
redemption prior to their stated maturity in part by lot on January 1 in the following
years and principal amounts at a price equal to the principal amount thereof to be
redeemed plus accrued interest to the date of redemption:
Year Principal Amount
2001 $50,000
2002 55,000
2003 55,000
2004 (final maturity) 60,000
Bonds maturing on January 1, 2007 shall be subject to mandatory
redemption prior to their stated maturity in part by lot on January 1 in the following
years and principal amounts at a price equal to the principal amount thereof to be
redeemed plus accrued interest to the date of redemption:
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• Year Principal Amount
2005 $65,000
2006 65,000
2007 (final maturity) 70,000
Bonds maturing on January 1, 2012 shall be subject to mandatory
redemption prior to their stated maturity in part by lot on January 1 in the following
years and principal amounts at a price equal to the principal amount thereof to be
redeemed plus accrued interest to the date of redemption:
Year Principal Amount
2008 $75,000
2009 80,000
2010 85,000
2011 90,000
2012 (final maturity) 95,000
At least thirty days prior to the date set for redemption of any Bond,
notice of the call for redemption will be mailed to the Bond Registrar and to the
registered owner of each Bond to be redeemed at his address appearing in the Bond
• Register, but no defect in or failure to give such mailed notice of redemption shall
affect the validity of the proceedings for the redemption of any Bond not affected by
such defect or failure. Official notice of redemption having been given as aforesaid,
the Bonds or portions of the Bonds so to be redeemed shall, on the redemption date,
become due and payable at the redemption price herein specified and from and after
such date (unless the City shall default in the payment of the redemption price) such
Bond or portions of Bonds shall cease to bear interest. Upon the partial redemption
of any Bond, a new Bond or Bonds will be delivered to the registered owner without
charge, representing the remaining principal amount outstanding.
Bonds of this series are designated by the City as "Qualified Tax Exempt
Obligations" pursuant to Section 265(b) of the Internal Revenue Code of 1986, as
amended.
As provided in the Resolution and subject to certain limitations set
forth therein, this Bond is transferable upon the books of the City at the principal
office of the Bond Registrar, by the registered owner hereof in person or by his
attorney duly authorized in writing upon surrender hereof together with a written
instrument of transfer satisfactory to the Bond Registrar, duly executed by the
registered owner or his attorney; and may also be surrendered in exchange for Bonds
of other authorized denominations. Upon such transfer or exchange, the City will
cause a new Bond or Bonds to be issued in the name of the transferee or registered
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owner, of the same aggregate principal amount, bearing interest at the same rate and
maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in
whose name this Bond is registered as the absolute owner hereof, whether this
Bond is overdue or not, for the purpose of receiving payment and for all other
purposes, and neither the City nor the Bond Registrar shall be affected by any notice
to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED
that all acts, conditions and things required by the Constitution and laws of the State
of Minnesota to be done, to exist, to happen, and to be performed in order to make
this Bond a valid and binding special obligation of the City according to its terms
have been done, do exist, have happened and have been performed as so required;
and that the issuance of this Bond does not cause the indebtedness of the City to
exceed any constitutional or statutory limitation of indebtedness; that the City has
established and will maintain in its Liquor Enterprise Fund a Revenue Bond
Account and Reserve Account and has irrevocably appropriated and pledged
thereto, out of the Net Revenues, as defined in the Resolution, to be received from
its ownership and operation of the municipal liquor enterprise, including any
additions thereto and improvements thereof, periodic payments to be made at times
• and in amounts sufficient to pay from the principal and interest on all bonds
payable therefrom, including the Bonds of this series, as such payments become due,
and to establish and maintain the required reserve balance therein, and will use the
moneys in said Accounts solely for said purposes; that the City and its officers and
employees will establish and maintain operating policies governing purchase and
sale of merchandise and will do all other things necessary and feasible to assure that
the gross receipts of the municipal liquor enterprise of the City will at all times be
adequate to pay all costs of operation and maintenance thereof and to produce Net
Revenues in the amounts so appropriated and pledged; and that in and by the
Resolution other covenants, agreements and stipulations are prescribed for the
security and enforcement of the bonds of this series, each and all of which will be
faithfully and promptly performed by the City and its officers and agents.
•
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• (Form of certificate to be printed on the reverse side of
each Bonds, following a full copy of the legal opinion)
We certify that the above is a full, true and correct copy of the legal
opinion rendered by bond counsel on the issue of Bonds of the City of St. Anthony,
Minnesota, which includes the within Bond, dated as of the date of delivery of and
payment for the Bonds.
(Facsimile Signature) (Facsimile Signature)
City Manager Mayor
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
the applicable laws or regulations:
TEN COM -- as tenants UNIF TRANS MIN ACT...........Custodian..........
in common (Cust) (Minor)
TEN ENT -- as tenants
• by the entireties
under Uniform Transfers to
JT TEN -- as joint tenants Minors
with right of
survivorshipand Act..............................................................................
not as tenants in (State)
common
Additional abbreviations may also be used.
•
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• ASSIGNMENT
FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto , the within Bond and all rights thereunder, and
hereby irrevocably constitutes and appoints attorney to transfer the
within Bond on the books kept for registration thereof, with full power of
substitution in the premises.
Dated:
PLEASE INSERT SOCIAL SECURITY
OR OTHER IDENTIFYING NUMBER NOTICE: The signature(s) to
OF ASSIGNEE: this assignment must correspond with
the name as it appears upon the face of
the within Bond in every particular,
without alteration, enlargement
or any change whatsoever.
Signature(s) must be guaranteed by an
• eligible guarantor institution
/meeting the requirements of the
Bond Registrar, which requirements
include membership or participation
in the Securities Transfer Association
Medalion Program (STAMP) or such
other "signature guaranty program"
as may be determined by the Bond
Registrar in addition to or in
substitution for STAMP, all in
accordance with the Securities
Exchange Act of 1934, as amended.
Section 3. Bond Terms, Execution and Delivery.
3.01. Maturities Interest Rates Denominations, Payment, and Dating
of Bonds. The City shall forthwith issue and deliver the Bonds, which shall be
denominated "Liquor Revenue Bonds, Series 1997." The Bonds shall be issuable in
the denomination of $5,000 each or any integral multiple thereof, shall bear a date of
original issue of August 1, 1997, shall mature on January 1 in the years and amounts
set forth below, and Bonds maturing in such years and amounts shall bear interest,
computed on the basis of a 360-day year consisting of twelve 30-day months, from
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• August 1, 1997 until paid or duly called for redemption at the rates per annum
shown opposite such years and amounts as follows:
Year Amount Rate
1999 $ 45,000 4.75%
2000 50,000 5.00
2004 220,000 5.25
2007 200,000 5.50
2012 425,000 5.75
The Bonds shall be issuable only in fully registered form, of single maturities. The
interest thereon and, upon surrender of each Bond, the principal amount thereof,
shall be payable by check or draft issued by the Registrar described herein. Each Bond
shall be dated by the Registrar as of its date of its authentication.
3.02. Interest Payment Dates. Interest on the Bonds shall be payable on
January 1 and July 1 in each year, commencing January 1, 1998, to the owner of
record thereof as of the close of business on the fifteenth day of the immediately
preceding month, whether or not such day is a business day.
3.03. Registration. The City shall appoint, and shall maintain, a bond
registrar, transfer agent and paying agent (the Registrar). The effect of registration
and the rights and duties of the City and the Registrar with respect thereto shall be as
follows:
(a) Register. The Registrar shall keep at its principal corporate trust
office a bond register in which the Registrar shall provide for the registration
of ownership of Bonds and the registration of transfers and exchanges of
Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender to the Registrar for transfer of
any Bond duly endorsed by the registered owner thereof or accompanied by a
written instrument of transfer, in form satisfactory to the Registrar, duly
executed by the registered owner thereof or by an attorney duly authorized by
the registered owner in writing, the Registrar shall authenticate and deliver,
in the name of the designated transferee or transferees, one or more new
Bonds of a like aggregate principal amount and maturity, as requested by the
transferor. The Registrar may, however, close the books for registration of
any transfer after the fifteenth day of the month preceding each interest
payment date and until such interest payment date.
(c) Exchange of Bonds. Whenever any Bond is surrendered by the
registered owner for exchange, the Registrar shall authenticate and deliver
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• one or more new Bonds of a like aggregate principal amount and maturity, as
requested by the registered owner or the owner's attorney duly authorized in
writing.
(d) Cancellation. All Bonds surrendered upon any transfer or
exchange shall be promptly cancelled by the Registrar and thereafter disposed
of as directed by the City.
(e) Improper or Unauthorized Transfer. When any Bond is presented
to the Registrar for transfer, the Registrar may refuse to transfer the same
until it is satisfied that the endorsement on such Bond or separate instrument
of transfer is legally authorized. The Registrar shall incur no liability for its
refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the
person in whose name any Bond is at any time registered in the bond register
as the absolute owner of such Bond, whether such Bond shall be overdue or
not, for the purpose of receiving payment of, or on account of, the principal of
and interest on such Bond and for all other purposes, and all such payments
so made to any such registered owner or upon the owner's order shall be
valid and effectual to satisfy and discharge the liability of the City upon such
• Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. For every transfer or exchange of Bonds
(except for an exchange upon a partial redemption of a Bond), the Registrar
may impose a charge upon the owner thereof sufficient to reimburse the
Registrar for any tax, fee or other governmental charge required to be paid
with respect to such transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. In case any Bond shall
become mutilated or be lost, stolen or destroyed, the Registrar shall deliver a
new Bond of like amount, number, maturity date and tenor in exchange and
substitution for and upon cancellation of any such mutilated Bond or in lieu
of and in substitution for any such Bond lost, stolen or destroyed, upon the
payment of the reasonable expenses and charges of the Registrar in
connection therewith; and, in the case of a Bond lost, stolen or destroyed,
upon filing with the Registrar of evidence satisfactory to it that such Bond
was lost, stolen or destroyed, and of the ownership thereof, and upon
furnishing to the Registrar of an appropriate bond or indemnity in form,
substance and amount satisfactory to it, in which both the City and the
Registrar shall be named as obligees. All Bonds so surrendered to the
Registrar shall be cancelled by it and evidence of such cancellation shall be
• given to the City. If the mutilated, lost, stolen or destroyed Bond has already
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• matured or been called for redemption in accordance with its terms, it shall
not be necessary to issue a new Bond prior to payment.
(i) Authenticating Agent. The Registrar is hereby designated
authenticating agent for the Bonds, within the meaning of Minnesota
Statutes, Section 475.55, Subdivision 1.
3.04. Appointment of Initial Registrar. Firstar Bank of Minnesota,
N.A., of St. Paul, Minnesota, is hereby appointed as the initial Registrar. The Mayor
and City Manager are hereby authorized to execute and deliver, on behalf of the City,
a contract with Firstar Bank of Minnesota, N.A., as Registrar. Upon merger or
consolidation of the Registrar with another corporation, if the resulting corporation
is a bank or trust company authorized by law to conduct such business, such
corporation shall be authorized to act as successor Registrar. The City agrees to pay
the reasonable and customary charges of the Registrar for the services performed.
The City reserves the right to remove any Registrar upon thirty (30) days notice and
upon the appointment of a successor Registrar, in which event the predecessor
Registrar shall deliver all cash and Bonds in its possession to the successor Registrar
and shall deliver the Bond Register to the successor Registrar.
3.05. Redemption. Bonds maturing in the years 1999 through 2007 are
payable on their respective stated maturity dates without option of prior payment,
• but Bonds maturing in 2008 and later years are each subject to redemption, at the
option of the City and in whole or in part, and if in part, in the maturities selected by
the City and, within any maturity, in $5,000 principal amounts selected by the
Registrar by lot, on January 1, 2007 and on any date thereafter, at a redemption price
equal to the principal amount thereof to be redeemed plus accrued interest to the
date of redemption.
Bonds maturing in the year 2004 are subject to mandatory redemption
prior to their stated maturity in part, by lot selected by the Registrar, on January 1 in
the years and principal amounts set forth below at a redemption price equal to the
principal amount thereof to be redeemed plus accrued interest to the date of
redemption:
Year Principal Amount
2001 $50,000
2002 55,000
2003 55,000
2004 (final maturity) 60,000
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• or if less than such amount of Bonds maturing in the year 2004 are outstanding on
such redemption date, an amount equal to the aggregate principal amount of Bonds
maturing in the year 2004 then outstanding shall be redeemed on such date.
Bonds maturing in the year 2007 are subject to mandatory redemption
prior to their stated maturity in part, by lot selected by the Registrar, on January 1 in
the years and principal amounts set forth below at a redemption price equal to the
principal amount thereof to be redeemed plus accrued interest to the date of
redemption:
Year Principal Amount
2005 $65,000
2006 65,000
2007 (final maturity) 70,000
or if less than such amount of Bonds maturing in the year 2007 are outstanding on
such redemption date, an amount equal to the aggregate principal amount of Bonds
maturing in the year 2007 then outstanding shall be redeemed on such date.
Bonds maturing in the year 2012 are subject to mandatory redemption
prior to their stated maturity in part, by lot selected by the Registrar, on January 1 in
• the years and principal amounts set forth below at a redemption price equal to the
principal amount thereof to be redeemed plus accrued interest to the date of
redemption:
Year Principal Amount
2008 $75,000
2009 80,000
2010 85,000
2011 90,000
2012 (final maturity) 95,000
or if less than such amount of Bonds maturing in the year 2012 are outstanding on
such redemption date, an amount equal to the aggregate principal amount of Bonds
maturing in the year 2012 then outstanding shall be redeemed on such date.
At least thirty days prior to the date set for redemption of any Bond, the
City shall cause notice of the call for redemption to be mailed to the Registrar and to
the registered owner of each Bond to be redeemed, but no defect in or failure to give
such mailed notice of redemption shall affect the validity of proceedings for the
redemption of any Bond not affected by such defect or failure. The notice of
redemption shall specify the redemption date, redemption price, the numbers,
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'r
• interest rates and CUSIP numbers of the Bonds to be redeemed and the place at
which the Bonds are to be surrendered for payment, which is the principal office of
the Registrar. Official notice of redemption having been given as aforesaid, the
Bonds or portions thereof so to be redeemed shall, on the redemption date, become
due and payable at the redemption price therein specified and from and after such
date (unless the City shall default in the payment of the redemption price) such
Bonds or portions thereof shall cease to bear interest.
Bonds in a denomination larger than $5,000 may be redeemed in part
in any integral multiple of $5,000. The owner of any Bond redeemed in part shall
receive without charge, upon surrender of such Bond to the Registrar, one or more
new Bonds in authorized denominations equal in principal amount to be
unredeemed portion of the Bond so surrendered.
3.06. Preparation and Delivery. The Bonds shall be prepared under the
direction of the City Manager and shall be executed on behalf of the City by the
facsimile signatures of the Mayor and the City Manager. On the reverse side of each
Bond shall be a printed a copy of the legal opinion to be rendered by bond counsel,
certified by the facsimile signatures of the Mayor and City Manager. In case any
officer whose signature shall appear on the Bonds shall cease to be such officer
before the delivery of any Bond, such signature shall nevertheless be valid and
sufficient for all purposes, the same as if such officer had remained in office until
• delivery. Notwithstanding such execution, no Bond shall be valid or obligatory for
any purpose or entitled to any security or benefit under this resolution unless and
until a certificate of authentication on such Bond has been duly executed by the
manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Bonds need not be signed by the same representative.
The executed certificate of authentication on each Bond shall be conclusive evidence
that it has been authenticated and delivered under this resolution. When the
Bonds have been so executed and authenticated, they shall be delivered by the City
Manager to the Purchaser upon payment of the purchase price in accordance with
the contract of sale heretofore made and executed, and the Purchaser shall not be
obligated to see to the application of the purchase price.
Section 4. Funds and Accounts. Additional Bonds. For the proper
administration of the moneys so to be borrowed and to make adequate and specific
security to the purchaser of the Bonds and to the owners thereof from time to time,
and the owners of any other bonds issued and made payable on a parity with the
Bonds, the City shall, at least until the Bonds and interest thereon are fully paid,
establish and maintain its Liquor Enterprise Fund and maintain financial records of
the receipts and disbursements relating to said Fund in accordance with this
resolution. In such records there shall be established and maintained subdivisions
of the Liquor Enterprise Fund for the purposes and in the amounts as follows:
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• 4.01. Capital Expenditures Account. There is hereby established within
the Liquor Enterprise Fund a "Capital Expenditures Account," into which shall be
paid all of the proceeds of the Bonds with the exception of accrued interest paid by
the purchaser at the time of delivery of the Bonds. There shall be charged to and
paid from this Account all, but only, the items of capital expenditures to be made for
the Project as described in Section 1.02 hereof, provided that upon completion of the
Project any moneys remaining in said Capital Expenditures Account shall be
transferred to the Operation and Maintenance Account described below.
4.02. Operation and Maintenance Account. There is hereby established
within the Liquor Enterprise Fund an "Operation and Maintenance Account," to
which there shall be charged and from which there shall be paid all, but only, those
items of disbursement which, by generally accepted accounting principles, constitute
normal, reasonable and current costs of operation and maintenance of the Liquor
Enterprise, including compensation of Liquor Enterprise employees, insurance,
utility services and costs of maintenance of a reasonable stock of merchandise, but
excluding allowance for depreciation, capital improvements, extraordinary repairs
and debt service. All moneys received by the City from its ownership and operation
of the Liquor Enterprise, including any addition thereto and improvement thereof
and including all receipts from the sale of intoxicating liquor and from the sale of
other merchandise and services on Liquor Enterprise premises, and from the rental
of any portion of the Liquor Enterprise, and from the sale of equipment or
• furnishings purchased for the Liquor Enterprise and not needed to be retained, are
herein called "gross revenues" and shall be paid into the Liquor Enterprise Fund
and apportioned monthly to the several accounts therein. Upon each such
apportionment there shall be credited to the Operation and Maintenance Account
such portion of the gross revenues as shall be needed, together with the balance
then on hand therein, to pay all claims then due and to become due within the
succeeding month in respect of expenses of operation and maintenance, including a
reasonable reserve for emergencies. All gross revenues from time to time received
in excess of the amounts hereby appropriated to the Operation and Maintenance
Account are herein termed the "Net Revenues."
4.03. Revenue Bond Account. There is hereby established within the
Liquor Enterprise Fund a "Revenue Bond Account," to which there shall be credited
all accrued interest received from the purchaser of the Bonds. To this Account there
shall also be credited monthly out of the Net Revenues prior to January 1, 1998 an
amount equal to at least one-fifth of the interest to come due on January 1, 1998, and
thereafter, an amount equal to at least one-sixth of the interest to become due on the
next succeeding interest payment date plus one-twelfth of the principal to become
due on the next two succeeding interest payment dates on the Bonds and any other
obligations which may, in accordance with the provisions of this resolution, be
issued and made payable from the Revenue Bond Account. Moneys in the
Revenue Bond Account shall be used only for the payment of such principal and
•
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• interest when due. So long as the Reserve Account created pursuant to Section 4.04
hereof is fully funded, all Net Revenues remaining after satisfaction of the above
requirements may be used for any lawful corporate purpose selected by the City
Council.
4.04. Reserve Account. There is hereby established within the Liquor
Enterprise Fund a "Reserve Account." There shall be an initial deposit of $92,000 to
the Reserve Account from available funds of the City upon issuance of the Bonds.
To fund the Reserve Account all available Net Revenues remaining after the
required monthly deposit to the Revenue Bond Account shall be deposited in the
Reserve Account until the balance therein equals $94,000, which is 10% of the
principal amount of the Bonds. The money in the Reserve Account shall be used to
pay principal and interest on the Bonds payable from the Revenue Bond Account
whenever the amount on hand in the Revenue Bond Account is insufficient, but if
used for such purpose it shall be restored to the required balance as soon as possible
out of available Net Revenues. Should additional bonds payable from the Revenue
Bond Account be issued pursuant to Section 4.06 hereof, the City shall increase the
balance in the Reserve Account to an amount equal to the lesser of: (i) the
maximum annual debt service payable in any future fiscal year during the
remaining term of the bonds then outstanding on all bonds (including the
additional bonds) payable from the Revenue Bond Account, (ii) 125% of the average
annual debt service payable in any future fiscal year during the remaining term of
• the bonds then outstanding on all bonds (including the additional bonds) payable
from the Revenue Bond Account, or (iii) 10% of the original principal amount of all
bonds (including additional bonds) payable from the Revenue Bond Account. Such
increase shall be funded to the maximum extent feasible from the proceeds of the
additional bonds, and, to the extent necessary, from the periodic deposit of available
net revenues.
4.05. Issuance of Refunding Bonds. The City reserves the right and
privilege of issuing and selling refunding certificates or bonds if and to the extent
needed to refund maturing bonds payable form the Revenue Bond Account, if
moneys in the Liquor Enterprise Fund are at any time insufficient for the payment
in full of the principal and interest due thereon, which refunding obligations shall
be payable from the Revenue Bond Account on a parity with the outstanding bonds
payable therefrom, but shall not mature earlier than the final maturity of all bonds
then outstanding. Nothing herein shall require the holder of any bond to accept a
refunding obligation in exchange therefor.
4.06. Additional Bonds. The City hereby agrees that it will not issue
any additional obligations payable from the Net Revenues or constituting a lien or
charge thereon superior to or on a parity with the bonds previously issued unless it
has first retired, or placed in escrow within a depository bank, moneys or securities
sufficient to discharge the outstanding bonds pursuant to Section 7 hereof prior to
•
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• the issuance of such additional obligations or unless the Net Revenues of the Liquor
Enterprise in the last complete fiscal year immediately preceding the issuance of
such additional obligations shall have been at least equal to 125% of the maximum
amount of principal and interest to come due in any future fiscal year, during the
remaining term of the outstanding bonds, on all of the outstanding bonds and on
the additional obligations then proposed to be issued. Notwithstanding the above
provisions, nothing in this resolution shall be construed to preclude the City from
issuing additional bonds, whether constituting a general obligation of the City or
payable solely from liquor enterprise revenues, for construction, reconstruction or
improvement of the Liquor Enterprise, provided such additional bonds are
expressly made a lien and charge on the Net Revenues of the Liquor Enterprise
subordinate and junior to that of the bonds payable from the Revenue Bond
Account.
Section 5. Covenants. The City hereby certifies and represents to and
covenants and agrees with the purchaser and holder from time to time of each bond
payable from the Revenue Bond Account as follows:
5.01. Ownership and Operation. As long as any bonds payable from the
Revenue Bond Account are outstanding, the City will continue its ownership and
operation of the Liquor Enterprise as a revenue-producing utility and convenience,
in the manner authorized and subject to the restrictions imposed by the statutes and
• laws of the State of Minnesota. The City will maintain the buildings, furnishings,
equipment and merchandise constituting the Liquor Enterprise in good condition,
and free from all liens, provided that purchase money liens may be created on
merchandise acquired for resale, or such merchandise may be acquired subject to
liens existing at the time of acquisition. The City will not authorize the
establishment or operation of any other facility within the City for the off-sale of
intoxicating liquors at retail, except as may be required by law. The City reserve the
right to issue licenses for the establishment and operation of one or more facilities
within the City for the on-sale of intoxicating liquors at retail.
5.02. Disposition of Propel If any properties constituting capital
assets of the Liquor Enterprise shall be sold and disposed of, it shall be only at their
fair market value, and the proceeds of such sale or disposition shall be used either to
procure other equivalent capital assets or deposited in the Revenue Bond Account
and applied to pay principal of and interest on bonds payable therefrom. No such
sale or sales shall be made at times or prices such as the imperil the prompt and full
payment of bonds payable from the Revenue Bond Account and the interest
thereon.
5.03. Insurance. The City will procure and keep in force insurance on
all buildings constituting the Liquor Enterprise and the equipment and furnishings
• thereof and all stocks of merchandise, protecting against loss or damage by fire,
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• tornado, windstorm, theft and all other causes customarily insured against for like
properties, in amounts sufficient to cover total loss thereof, and will procure and
keep in force suitable fidelity bonds covering all employees handling moneys of the
Liquor Enterprise. In the event of loss covered by said insurance policies or bonds,
the proceeds shall be used to repair or restore the damage compensated thereby or to
retire bonds payable from the Revenue Bond Account. The City will also procure
and keep in force insurance protecting against liability of the City to any person
under Minnesota Statutes, Section 340A.801 and any laws amendatory thereof or
supplemental thereto, in such amounts as are reasonably available and are
reasonably determined by the Council to be adequate to protect against the
contingency of any claim becoming a lien in any manner whatsoever upon the Net
Revenues of the Liquor Enterprise, and will by such insurance and by diligent
enforcement of all provisions of law relating to the operation of the Liquor
Enterprise, save the owners of all bonds payable from the Revenue Bond Account
harmless from any and all such claims.
5.04. Application of Revenues. The gross revenues and Net Revenues
of the Liquor Enterprise will be used and applied only as prescribed in Section 4
hereof and its subdivisions. The City will at all times maintain operating policies
concerning the purchase and sale of merchandise and do and perform all other acts
and things necessary to assure that the Net Revenues collected from time to time
will always be sufficient to meet all payments of principal and interest on bonds
• payable from the Revenue Bond Account as the same become due.
5.05. Application of Payments. In the event that moneys in the
Revenue Bond Account shall at any time be insufficient to pay principal and
interest then due on all obligations payable therefrom, said moneys shall first be
applied to pay the accrued interest on all such obligations then outstanding, and the
balance shall be applied in payment of maturing principal in order of maturities,
and pro rata as to obligations of the same maturity.
5.06. Books of Account. The City shall at all times keep proper and
adequate books of account showing all receipts and disbursements of moneys
derived from the operation of the Liquor Enterprise, which books shall show the
segregation and application of revenues in accordance with the provisions of this
resolution. It will cause said books to be audited for each fiscal year by an
independent certified public accountant. Copies of such audit when available shall
be mailed to the Purchaser and provided upon request to the owner of any bond
payable from the Revenue Bond Account.
5.07. Rights of Owners. The owner of any bond payable from the
Revenue Bond Account may, either at law or in equity, by suit, action or other
proceedings protect and enforce the rights of all owners of bonds, or enforce and
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• compel the performance of any and all of the covenants and duties herein specified
to be performed by the City or its officers and agents.
Section 6. Amendments. The City reserves the right to amend the
provisions of this resolution, on the following conditions:
6.01. Amendments Without Consent of Bondholders. The City
reserves the right to amend this resolution from time to time and at any time for
the purpose of (a) clarifying any ambiguity, curing, correcting or supplementing any
defective provision, (b) making such provisions with regard to matters or questions
arising hereunder as the City Council may deem necessary or desirable and are not
inconsistent with this resolution, and which shall not, in the judgment of the City
Council, adversely affect the interest of the owners of the bonds, (c) adding to the
covenants and agreements herein contained, or to the revenues herein pledged,
other covenants and agreements thereafter to be observed and additional revenues
thereafter appropriated to the Liquor Enterprise Fund, (d) surrendering any right or
power herein reserved to or conferred upon the City, and (e) authorizing the
issuance of refunding bonds or additional bonds in the manner and subject to the
terms and conditions prescribed in Sections 4.05 and 4.06. Any such amendment
may be adopted by resolution, without the consent of the owners of any of the
bonds.
• 6.02. Amendments With Consent of Bondholders. With the consent
of owners of bonds as provided in Section 6.03, the City may from time to time and
at any time amend this resolution by adding any provisions hereto or changing in
any manner or eliminating any of the provisions hereof, or of any amending
resolution except that no amendment shall be adopted at any time without the
consent of the owners of all bonds affected thereby which are then outstanding if it
would (a) extend the maturities of any such bonds, (b) reduce the rate or extend the
time of payment of interest thereon, (c) reduce the amount or extend the time of
payment of the principal or redemption premium thereof, (d) give to any bond or
bonds any privileges over any other bond or bonds, (e) reduce the sources of
revenues appropriated to the Liquor Enterprise Fund, (f) authorize the creation of a
pledge of said revenues prior to or on a parity with the bonds (except as is
authorized by Sections 4.05 and 4.06), or (g) reduce the percentage in principal
amount of such bonds required to authorize or consent to any such amendment.
6.03. Consents. Any amendment adopted pursuant to Section 6.02
shall be made by resolution, mailed to the registered owners of all outstanding
bonds, and shall become effective only upon the filing of written consents with the
Clerk, signed by the owners of not less thana majority in principal amount of the
bonds which are then outstanding or, in the cause of an amendment not affecting
all outstanding bonds, by the owners of not less than a majority in principal amount
of the bonds affected by such amendment. Any written consent to an amendment
•
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• may be embodied in and evidenced by one or any number of concurrent written
instruments of substantially similar tenor signed by bondholders in person or by an
agent duly appointed in writing, and shall become effective when delivered to the
Clerk. Any consent by the owner of any bond shall bind him and every future
owner of the same bond with respect to any amendment adopted by the City
pursuant to such consent, provided that any bondholders may revoke his consent
with reference to any bond by written notice received by the Clerk before the
amendment has become effective. In the event that unrevoked consents of the
owners of the required amount of bonds have not been received by the Clerk within
one year after the mailing of any amendment, the amendment and all consents
theretofore received shall be of no further notice and effect.
6.04. Proof of Consent. Proof of the execution of any consent, or of a
writing appointing any agent to execute the same, or of the ownership by any person
of bonds, shall be sufficient for any purpose of this resolution and shall be
conclusive in favor of the City if made in the manner provided in this Section 6.04.
The fact and date of the execution by any person of any such consent or appointment
may be proved by the affidavit of a witness of such execution or by the certificate of
any notary public or other officer authorized by law to take acknowledgments of
deeds, certifying that the person signing it acknowledged to him the execution
thereof. The amount of bonds held by any person by or for whom a consent is
given, and the distinguishing numbers of such bonds, and the date of his holding
• the same, shall be proved by the Bond Register.
Section 7. Defeasance. When any Bond has been discharged as
provided in this section, all pledges, covenants and other rights granted by this
resolution to the holders of such Bonds shall cease, and such Bonds shall no longer
be deemed to be outstanding under this Resolution. The City may discharge its
obligations with respect to any Bond thereto which is due on any date by depositing
with the paying agent on or before that date a sum sufficient for the payment thereof
in full; or, if any Bond should not be paid when due, it may nevertheless be
discharged by depositing with the paying agent 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 Bond according to its terms,
by depositing with the paying agent on or before that date an amount equal to the
principal, interest and redemption premium, if any, which are then due, provided
that notice of such redemption has been duly given as provided herein. The City
may also at any time discharge its obligations with respect to any Bonds, subject to
the provisions of law now or hereafter authorizing and regulating such action, by
depositing irrevocably in escrow, with a bank qualified by law as an escrow agent for
this purpose, cash or securities which are authorized by law to be so deposited,
bearing interest payable at such times and at such rates and maturing on such dates
as shall be required to pay all principal, interest and redemption premiums to
become due thereon to maturity or said redemption date.
•
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• Section 8. County Auditor Registration, Certification of Proceedings,
Investment of Moneys, Arbitrage, Designation of Bonds as Qualified Tax Exempt
Obligations and Official Statement.
8.01. County Auditor Registration. The City Clerk is hereby authorized
and directed to file a certified copy of this resolution with the County Auditors of
Hennepin and Ramsey Counties, together with such other information as the
County Auditors shall require, and to obtain from said County Auditors certificates
that the Bonds have been entered on his bond register as required by law.
8.02. Certification of Proceedings. The officers of the City and the
County Auditors of Hennepin and Ramsey Counties are hereby authorized and
directed to prepare and furnish to the purchaser of the Bonds and to Dorsey &
Whitney LLP, Bond Counsel, certified copies of all proceedings and records of the
City, and such other affidavits, certificates and information as may be 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.
8.03. Tax Covenant. The City covenants and agrees with the holders
from time to time of the Bonds that they will not take or permit to be taken by any
of their officers, employees or agents any action which would cause the interest on
the Bonds to become subject to taxation under the Internal Revenue Code of 1986, as
amended (the Code), and the Treasury Regulations promulgated thereunder (the
Regulations), and covenants to take any and all actions within their powers to
ensure that the interest on the Bonds will not become subject to taxation under the
Code and the Regulations. The City will cause to be filed with the Secretary of
Treasury an information reporting statement in the form and at the time prescribed
by the Code. The City represents and covenants that the City is and will be the
owner of all facilities financed by the Bonds and will use such facilities to conduct its
municipal liquor business. so long as any Bonds are outstanding, the City will not
enter into any lease, or any operating, use, management or other agreement
respecting said facilities which would cause the Bonds to be considered "private
activity Bonds" or "private loan bonds" pursuant to Section 141 of the Code.
8.04. Arbitrage Certification. The Mayor and City Manager, being the
officers of the City charged with the responsibility for issuing the Bonds pursuant to
this resolution, are authorized and directed to execute and deliver to the purchaser
thereof a certificate in accordance with the provisions of Section 148 of the Code, and
the applicable Regulations, stating the facts, estimates and circumstances in existence
on the date of issue and delivery of the Bonds which make it reasonable to expect
•
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• that the proceeds of the Bonds will not be used in a manner that would cause the
Bonds to be arbitrage bonds within the meaning of the Code and Regulations.
8.05. Exemption from Rebate Requirement. For purposes of complying
with the requirements of Section 148(f)(4)(C) of the Code relating to the exemption
of certain small governmental units from the rebate requirements of the Code, the
City represents that:
(i) the City is a governmental unit with general taxing powers;
(ii) the Bonds are not "private activity bonds" as defined in Section
141 of the Code (Private Activity Bonds);
(iii) ninety-five percent of the net proceeds of the Bonds are to be
used for the local governmental purposes of the City; and
(iv) the aggregate face amount of all tax-exempt bonds (other than
Private Activity Bonds) issued by the City in calendar year 1997 is
not reasonably expected to exceed $5,000,000.
Therefore, pursuant to the provisions of Section 148(f)(4)(c) of the Code, the City
shall not be required to comply with the arbitrage rebate requirements of paragraphs
• (2) and (3) of Section 148(f) of the Code.
8.06. Investment of Money on Deposit in the Revenue Bond Account.
The Finance Director shall ascertain monthly the amount on deposit in the
Revenue Bond Account. If the amount on deposit therein ever exceeds the
aggregate amount of principal and interest due and payable from the Revenue Bond
Account through the next following January 1 plus a reasonable carryover as
permitted by the Regulations, such excess shall be used to prepay and redeem Bonds
or be invested at a yield less than or equal to the yield on the Bonds, based upon
their amounts, maturities and interest rates on their date of issue, computed by the
actuarial method. The City reserves the right to amend the provisions of this
Section at any time, whether prior to or after the delivery of the Bonds, if and to the
extent that this Council determines that the provisions of this Section are not
necessary in order to ensure that the Bonds are not "arbitrage bonds" within the
meaning of Section 148 of the Code and Regulations.
8.07. Interest Disallowance. The City hereby designates the Bonds as
"qualified tax-exempt obligations" for purpose of Section 265(b) of the Code relating
to the disallowance of interest expenses for financial institutions. The City
represents that in calendar year 1997 it does not reasonably expect to issue
tax-exempt obligations which are not private activity bonds (not treating qualified
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• 501(c)(3) bonds under Section 145 of the Code as private activity bonds for purposes
of this representation) in an amount in excess of $10,000,000.
8.08. Offering Document. The Preliminary Offering Document relating
to the Bonds, dated July 16, 1997, prepared and distributed on behalf of the City by
Springsted Incorporated, is hereby approved. Springsted Incorporated, is hereby
authorized of behalf of the City to prepare and distribute to the Purchaser a Final
Offering Document in substantially the same form as the Preliminary Offering
Document but listing the offering price, the interest rates, other information relating
to the Bonds required to be included in the Final Offering Document by Rule 15c2-12
adopted by the Securities and Exchange Commission under the Securities Exchange
Act of 1934. Within seven business days from the date hereof, the City shall deliver
to the Purchaser a reasonable number of copies of the Final Offering Document.
The officers of the City are hereby authorized and directed to execute such certificates
as may be appropriate concerning the accuracy, completeness and sufficiency of the
Final Offering Document.
Section 9. Continuing Disclosure. The Securities and Exchange
Commission has promulgated certain amendments to Rule 15c2-12 under the
Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the "Rule") that make it
unlawful for an underwriter to participate in the primary offering of municipal
securities in a principal amount of $1,000,000 or more unless, before submitting a bid
• or entering into a purchase contract for the bonds, it has reasonably determined that
the issuer or an obligated person has undertaken in writing for the benefit of the
bondholders to provide certain disclosure information to prescribed information
repositories on a continuing basis or unless and to the extent the offering is exempt
from the requirements of the Rule.
The principal amount of the Bonds is less than $1,000,000. The City
hereby represents that it has not issued within the six months before the date of
issuance of the Bonds, and that it reasonably expects that it will not issue within six
months after the date of issuance of the Bonds, other securities of the City of
substantially the same security and providing financing for the same general
purpose or purposes as the Bonds. Consequently, this Council hereby finds that the
Rule is inapplicable to the Bonds, because the aggregate principal amount of the
Bonds and any other securities required to be integrated with the Bonds thereunder
is less than $1,000,000. Therefore, the City will not enter into any undertaking to
provide continuing disclosure of any kind with respect to the Bonds.
•
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• Dated: July 22, 1997.
N14Y
Attest:
Ci Clerk
•
•
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The motion for the adoption of the foregoing resolution was duly
• seconded by Councilmember Jerome Faust and upon vote being taken thereon
the following Councilmembers voted in favor thereof: Richard Enrooth,
Jerome Faust, George Wagner and Mayor Clarence Ranallo
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted.
•
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