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RESOLUTION PROVIDING FOR THE ISSUANCE, SALE AND DELIVERY OF TAXABLE GENERAL OBLIGATION TAX ABATEMENT REFUNDING BONDS, SERIES 2021C; ESTABLISHING THE TERMS AND FORM THEREOF; CREATING A DEBT SERVICE FUND THEREFOR; AND PROVIDING FOR AWARDING THE SALE THEREOF.
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CITY PROPOSAL:
BE IT RESOLVED, by the City Council (the “City Council”) of the city of Duluth, St. Louis County, Minnesota (the “City”), as follows:
Section 1. Bond Purpose and Authorization.
1.01 (a) Pursuant to Minnesota Statutes, Section 469.184 and Minnesota Statutes, Chapter 475, the City previously issued its $7,055,000 General Obligation Tax Abatement Bonds, Series 2012A, dated February 23, 2012 (the “2012A Bonds”), for the purpose of financing improvements to the Spirit Mountain Recreation Area, including lift improvements, parking lot improvements and a new chalet on Grand Avenue (the “Project”).
(b) Pursuant to Minnesota Statutes, Section 469.1812 through 469.1815 (the “Tax Abatement Act”), the City Council may grant an abatement of the taxes imposed by the City on parcels of property, subject to certain conditions set forth in the Tax Abatement Act.
(c) To pay the costs of the Project or principal of and interest on the general obligation bonds to be issued by the City to pay for the Project, the City Council by Resolution 12-0019R adopted January 17, 2012 (the “Abatement Resolution”), has granted an abatement of property taxes imposed by the City on certain parcels in the City pursuant to the Tax Abatement Act for a period of 15 years commencing with property taxes payable in 2013 and concluding with property taxes payable in 2027 in a total aggregate amount of $7,500,000 (the “Tax Abatement”). The revenues received by the City from such Tax Abatement are herein referred to as the “Tax Abatement Revenues.”
(d) The City Council determined to issue the 2012A Bonds and pledged the City’s full faith and credit and power to levy direct ad valorem taxes and the Tax Abatement Revenues to pay the principal of and interest on the 2012A Bonds and any bonds issued to refund the 2012A Bonds.
1.02 Under and pursuant to the provisions of Minnesota Statutes, Chapter 475 (the “Act”) and Section 475.67, Subdivisions 1 through 12 of the Act, as applicable, the City is authorized to issue and sell its general obligation bonds to refund obligations and the interest thereon six months or less before the due date or the redemption date of the obligations, if consistent with covenants made with the holders thereof, when determined by the City to be necessary or desirable for the reduction of debt service cost to the City or for the extension or adjustment of maturities in relation to the resources available for their payment.
1.03 It is necessary and desirable that the City issue and sell its general obligation refunding bonds in order to (i) reduce debt service costs of the City; and (ii) to refund the outstanding 2012A Bonds which mature on and after February 1, 2022, of which $4,055,000 in principal amount is outstanding (the “Refunded Bonds”). The 2012A Bonds maturing on and after February 1, 2023, are subject to prepayment and redemption on February 1, 2022, and on any date thereafter, and the Refunded Bonds maturing on and after February 1, 2023, are called for prepayment and redemption on February 1, 2022 (February 1, 2022 is herein referred to as the “Redemption Date”).
1.04 The City’s plan of finance for the payment and prepayment of the 2012A Bonds is as follows: The City will provide funds from the debt service account for the 2012A Bonds in an amount equal to the principal and interest due on the 2012A Bonds on February 1, 2022, plus proceeds of the Bonds will provide the funds to pay and prepay and redeem the 2012A Bonds maturing on and after February 1, 2022, on the Redemption Date; such funds shall be deposited in the Escrow Account held under the Escrow Agreement described in Section 4.01(b) and Section 5.01.
1.05 The City Council hereby determines that it is necessary and expedient to issue and sell its Taxable General Obligation Tax Abatement Refunding Bonds, Series 2021C, of the City in the approximate principal amount of $3,650,000 (the “Bonds”) pursuant to the above-described authority, to provide funds to pay, prepay and redeem the Refunded Bonds and for payment of the costs of issuing the Bonds. The sale of the Bonds shall be contingent upon favorable market conditions, as determined by the chief administrative officer or by the finance director, as further described below.
1.06 The City Council hereby finds and determined as follows:
(a) The Bonds shall be dated the date of issuance and shall bear interest at the rates determined by the successful bidder. Interest shall be payable on February 1 and August 1 (each an “Interest Payment Date”) commencing on August 1, 2022.
(b) The Bonds shall mature on the dates and in the amounts set forth in the Official Terms and Conditions of Bond Sale attached hereto as Exhibit A (as may be adjusted) and as described in a Certificate as to Terms of Bond Sale and Levy of Taxes to be executed by the chief administrative officer or the finance director; provided, however, the total amount of the Bonds shall not exceed $3,730,000, subject to adjustment for a premium sale price as permitted by the Act and the final maturity of the Bonds shall not be later than February 1, 2030. The City, through the finance director, reserves the right to issue or to not issue the Bonds based on applicable market conditions.
1.07 The Official Terms and Conditions of Bond Sale as set forth on Exhibit A hereto are approved, subject to the changes permitted below. Bids for the Bonds will be received on a date and time determined by the finance director on the terms and conditions set forth in the Official Terms and Conditions of Bond Sale, which terms and conditions may be modified by the finance director after consulting with the City’s municipal advisor, based on market conditions, so long as the sale of the Bonds occurs on or before December 1, 2021, and so long as the true interest cost of the Bonds does not exceed 2.75%. As authorized by Section 475.60 of the Act, the City Council hereby delegates to the chief administrative officer and the finance director, or either of them, authority to consider the bids and award the sale of the Bonds, and upon acceptance of the best bid meeting the requirements of this resolution, the chief administrative officer and the finance director, or either of them, shall execute on behalf of the City an agreement to sell the Bonds to the successful bidder.
1.08 The City has retained PFM Financial Advisors LLC, Minneapolis, Minnesota (“PFM”), as an independent municipal advisor to the City, and pursuant to Section 475.60, Subd. 2, paragraph (9) of the Act, PFM is hereby authorized to solicit bids for the sale of the Bonds on behalf of the City in accordance with the directions of the finance director.
1.09 The City staff, in cooperation with PFM, is authorized and directed to prepare on behalf of the City an official statement for the sale of the Bonds and to obtain ratings of the Bonds.
Section 2. Terms of Bonds.
2.01 The Bonds are not subject to optional redemption and prepayment before maturity.
2.02 Interest will be computed on the basis of a 360-day year of twelve 30-day months and will be rounded pursuant to the rules of the municipal securities rulemaking board. The Bond Registrar designated below shall make all interest payments with respect to the Bonds by check or draft mailed to the registered owners of the Bonds shown on the bond registration records maintained by the Bond Registrar at the close of business on the 15th day (whether or not a business day) of the month next preceding the Interest Payment Date at such owners’ addresses shown on such bond registration records.
2.03 (a) The Bonds shall be prepared for execution in accordance with the approved form and shall be signed by the manual or facsimile signature of the mayor and attested by the manual or facsimile signature of the city clerk. In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be an officer before delivery of the Bonds, such signature or facsimile shall nevertheless be valid and sufficient for all purposes, as if he or she had remained in office until delivery.
(b) The city clerk is authorized and directed to obtain a copy of the approving legal opinion of Fryberger, Buchanan, Smith & Frederick, P.A. of Duluth, Minnesota, and cause the opinion to be attached to each Bond.
2.04 The City hereby appoints U.S. Bank National Association, in St. Paul, Minnesota, as registrar, authenticating agent, paying agent and transfer agent for the Bonds (such bank or its successor is herein referred to as the “Bond Registrar”). To provide for the Bond Registrar services, the mayor and the clerk are authorized and directed to execute an agreement relating to paying agent, registrar and transfer agency. No Bond shall be valid or obligatory for any purpose until the Bond Registrar’s authentication certificate on such Bond, substantially set forth in Section 2.11 hereof, shall have been duly executed by an authorized representative of the Bond Registrar. Authentication certificates on different Bonds need not be signed by the same representative. The manual signature of one officer of the City or the executed authentication certificate on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution.
2.05 (a) In order to make the Bonds eligible for the services provided by DTC, the City has previously agreed to the applicable provisions set forth in the blanket issuer letter of representations which has been executed by the City (the “Representation Letter”).
(b) Notwithstanding any provision herein to the contrary, so long as the Bonds shall be in Book-Entry Form, the provisions of this Section 2.05 shall govern.
(c) All of the Bonds shall be registered in the name of Cede & Co., as nominee for DTC. Payment of interest on and principal of any Bond registered in the name of Cede & Co. shall be made by wire transfer or New York Clearing House or equivalent same day funds by 10:00 a.m. CT or as soon as possible thereafter following the Bond Registrar’s receipt of funds from the City on each Interest Payment Date to the account of Cede & Co. on each Interest Payment Date at the address indicated in or pursuant to the Representation Letter.
(d) DTC (or its nominees) shall be and remain recorded on the Bond Register as the holder of all Bonds which are in Book-Entry Form. No transfer of any Bond in Book-Entry Form shall be made, except from DTC to another depository (or its nominee) or except to terminate the Book-Entry Form. All Bonds of such stated maturity of any Bonds in Book-Entry Form shall be issued and remain in a single bond certificate registered in the name of DTC (or its nominee); provided, however, that upon termination of the Book-Entry Form pursuant to the Representation Letter, the City shall, upon delivery of all Bonds of such series from DTC, promptly execute, and the Bond Registrar shall thereupon authenticate and deliver, Bonds of such series to all persons who were beneficial owners thereof immediately prior to such termination; and the Bond Registrar shall register such beneficial owners as holders of the applicable Bonds.
The Bond Registrar shall maintain accurate books and records of the principal balance, if any, of each such outstanding Bond in Book-Entry Form, which shall be conclusive for all purposes whatsoever. Upon the authentication of any new bond in Book-Entry Form in exchange for a previous bond, the Bond Registrar shall designate thereon the principal balance remaining on such bond according to the Bond Registrar’s books and records.
No beneficial owner (other than DTC) shall be registered as the holder on the Bond Register for any Bond in Book-Entry Form or entitled to receive any bond certificate. The beneficial ownership interest in any Bond in Book-Entry Form shall be recorded, evidenced and transferred solely in accordance with the Book-Entry System. Except as expressly provided to the contrary herein, the City and the Bond Registrar may treat and deem DTC to be the absolute owner of all Bonds of each series which are in Book-Entry Form (i) for the purpose of payment of the principal of and interest on such Bond, (ii) for the purpose of giving notices hereunder, and (iii) for all other purposes whatsoever.
(e) The City and the Bond Registrar shall each give notices to DTC of such matters and at such times as are required by the Representation Letter, including the following:
(i) with respect to notices of redemption; and
(ii) with respect to any other notice required or permitted under this Bond Resolution to be given to any holder of a Bond.
All notices of any nature required or permitted hereunder to be delivered to a holder of a Bond in Book-Entry Form shall be transmitted to beneficial owners of such Bonds at such times and in such manners as shall be determined by DTC, the participants and indirect participants in accordance with the Book-Entry System and the Representation Letter.
(f) All payments of principal, redemption price of and interest on any Bonds in Book-Entry Form shall be paid to DTC (or Cede & Co.) in accordance with the Book-Entry System and the Representation Letter in same day funds by wire transfer.
2.06 The City shall cause to be kept by the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the City shall provide for the registration of the Bonds and the registration of transfers of the Bonds entitled to be registered or transferred as herein provided. In the event of the resignation or removal of the Bond Registrar or its incapability of acting as such, the bond registration records shall be maintained at the office of the successor Bond Registrar as may be appointed by the City Council. Upon surrender for transfer of any Bond at the principal corporate office of the Bond Registrar, the City shall execute and the Bond Registrar shall authenticate, if required by law or this Resolution, and deliver, in the name(s) of the designated transferee or transferees, one or more new Bonds of the like aggregate principal amount, as requested by the transferor.
2.07 Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all of the rights to interest, accrued and unpaid and to accrue, which are carried by such other Bond. Each Bond shall be dated by the Bond Registrar as of the date of its authentication. The City and the Bond Registrar shall not be required to make any transfer or exchange of any Bonds called for redemption or to make any such exchange or transfer of the Bonds during the 15 days next preceding the date of the mailing of the notice of redemption in the case of a proposed redemption of the Bonds.
2.08 The City and the Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and interest on such Bond and for all other purposes whatsoever, whether or not such Bond be overdue, and neither the City nor the Bond Registrar shall be affected by notice to the contrary.
2.09 The principal of and interest on the Bonds shall be payable by the Bond Registrar, as paying agent, in such funds as are legal tender for the payment of debts due the United States of America. The City shall pay the reasonable and customary charges of the Bond Registrar for the disbursement of principal and interest.
2.10 Delivery of the Bonds and payment of the purchase price shall be made at a place mutually satisfactory to the City and the purchaser. Printed or typewritten and executed Bonds shall be furnished by the City without cost to the purchaser. The Bonds, when prepared in accordance with this Resolution and executed, shall be delivered by or under the direction of the finance director to the purchaser upon receipt of the purchase price plus accrued interest.
2.11 The Bonds shall be printed or typewritten in substantially the following form:
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF ST. LOUIS
CITY OF DULUTH
TAXABLE GENERAL OBLIGATION TAX ABATEMENT REFUNDING BOND,
SERIES 2021C
R-_ $______
|
Interest Rate |
Maturity Date |
Date of Original Issue |
CUSIP |
|
|
February 1, ____ |
November __, 2021 |
|
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The City of Duluth, in St. Louis County, Minnesota (the “City”), for value received, promises to pay to the registered owner specified above, or registered assigns, the principal amount specified above on the maturity date specified above, and to pay interest on said principal amount to the registered owner hereof from the Date of Original Issue, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, until the principal amount is paid or discharged, said interest being at the rate per annum specified above. Interest is payable semiannually on February 1 and August 1 of each year (each referred to herein as an “Interest Payment Date”) commencing on August 1, 2022. Both principal and interest are payable in lawful money of the United States of America by check or draft at the office of U.S. Bank National Association, in St. Paul, Minnesota, as the registrar, paying agent, transfer agent and authenticating agent (the “Bond Registrar”), or at the office of such successor bond registrar as may be designated by the City Council. The Bond Registrar shall make the interest payment with respect to this Bond directly to the registered owner hereof shown on the bond registration records maintained on behalf of the City by the Bond Registrar at the close of business on the 15th day of the month next preceding the Interest Payment Date (whether or not a business day), at such owner’s address shown on said bond registration records, without, except for payment of principal on the Bond, the presentation or surrender of this Bond, and all such payments shall discharge the obligations of the City to the extent of the payments so made. Payment of principal shall be made upon presentation and surrender of this Bond to the Bond Registrar when due. For the prompt and full payment of such principal and interest as they become due, the full faith and credit of the City are irrevocably pledged.
This Bond is one of a series issued by the City in the aggregate amount of $_________, all of like date and tenor, except as to number, amount, maturity date, redemption privilege and interest rate, pursuant to the authority contained in Minnesota Statutes, Chapter 475, Section 475.67, Subdivisions 1 through 12, as applicable, the City Charter and all other laws thereunto enabling, and pursuant to an authorizing resolution adopted by the governing body of the City on October 11, 2021, and the award of the sale of the Bonds by the chief administrative officer or the finance director of the City, as evidenced by the Certificate as to Terms of Bond Sale and Levy of Taxes dated October 20, 2021 (the “Resolution”). This Bond is issued for the purpose of providing money to refund the outstanding principal and interest of the City’s General Obligation Tax Abatement Bonds, Series 2012A, dated February 23, 2012. The Bonds and interest thereon will be payable from annual ad valorem taxes or other City funds, as described in the Resolution.
The Bonds maturing in the years ____ and ____ (the “Term Bonds”) shall be subject to mandatory redemption and redeemed in installments as provided in the Resolution, at par plus accrued interest to the date of redemption.
Not less than 30 nor more than 60 days prior to the date fixed for redemption and prepayment of any of the Term Bonds, notice of redemption shall be mailed to each registered owner of a Bond to be redeemed; provided, however, that so long as the Bonds are registered in the name of Cede & Co., as nominee for The Depository Trust Company, Jersey City, New Jersey (“DTC”), notice of redemption shall be given in accordance with the terms of the Blanket Issuer Letter of Representations executed by the City and DTC.
The Bonds are not subject to optional redemption and prepayment before maturity.
The Bonds of this series are issued as fully registered bonds without coupons, in the denomination of $5,000 or any integral multiple thereof. Subject to limitations set forth in the Resolution, this Bond is transferable by the registered owner hereof upon surrender of this Bond for transfer at the principal corporate office of the Bond Registrar, duly endorsed or accompanied by a written instrument of transfer in form satisfactory to the Bond Registrar and executed by the registered owner hereof or the owner’s attorney duly authorized in writing. Thereupon the City shall execute and the Bond Registrar shall authenticate, if required by law and the Resolution, and deliver, in exchange for this Bond, one or more new fully registered bonds in the name of the transferee, of an authorized denomination, in an aggregate principal amount equal to the unpaid principal amount of this Bond, of the same maturity and bearing interest at the same rate.
IT IS CERTIFIED AND RECITED that all acts and conditions required by the Charter of the City and by the laws and the Constitution of the State of Minnesota to be done, and to exist precedent to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done and do exist in form, time, and manner as so required; that all taxable property within the corporate limits of the City is subject to the levy of ad valorem taxes to the extent needed to pay the principal hereof and the interest hereon when due, without limitation as to rate or amount; and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Resolution until the Bond Registrar’s Authentication Certificate hereon shall have been executed by the Bond Registrar by one of its authorized representatives.
IN WITNESS WHEREOF, the City of Duluth, by its City Council, has caused this Bond to be executed in its name by the manual or facsimile signatures of the mayor and the city clerk.
Attest:
___________________________ __________________________
City Clerk Mayor
Date of Authentication: __________________
BOND REGISTRAR’S AUTHENTICATION CERTIFICATE
The Bond Registrar confirms that the books reflect the ownership of the Bond registered in the name of the owner named above, in the principal amount and maturing on the date stated above, and this Bond is one of the Bonds of the series issued pursuant to the Resolution hereinabove described.
U.S. BANK NATIONAL ASSOCIATION
St. Paul, Minnesota
By_______________________________
Authorized Representative
REGISTRATION CERTIFICATE
This Bond must be registered as to both principal and interest in the name of the owner on the books to be kept by U.S. Bank National Association of St. Paul, Minnesota, as Bond Registrar. No transfer of this Bond shall be valid unless made on said books by the registered owner or the owner’s attorney thereunto duly authorized and similarly noted on the registration books. The ownership of the unpaid principal balance of this Bond and the interest accruing thereon is registered on the books of U.S. Bank National Association, as Bond Registrar, in the name of the registered owner last noted below.
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Date |
Registered Owner |
Signature of Bond Registrar |
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__/__/2021 |
Cede & Co. c/o The Depository Trust Company 570 Washington Blvd. Jersey City, NJ 07310 Federal Taxpayer I.D. No.: 13-2555119 |
__________________ |
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned sells, assigns, and transfers unto
(Name and Address of Assignee)
___________________ Social Security or Other
Identifying Number of
___________________ Assignee
the within Bond and all rights thereunder and does hereby irrevocably constitute and appoint _________________________________________ attorney to transfer the said Bond on the books kept for registration thereof with full power of substitution in the premises.
Dated: ________________________.
NOTICE: The signature of this assignment must correspond with the name of the registered owner as it appears upon the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever.
Signature Guaranteed:
_______________________________
(Bank, Trust Company, member of
National Securities Exchange)
Unless this Bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the City or its agent for registration of transfer, exchange, or payment, and any Bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, inasmuch as the registered owner hereof, Cede & Co., has an interest herein.
Section 3. Escrow Agreement; Escrow Agent.
3.01 U.S. Bank National Association of St. Paul, Minnesota, which is a suitable financing institution within the State of Minnesota whose deposits are insured by the Federal Deposit Insurance Corporation whose combined capital and surplus is not less than $500,000, is hereby designated escrow agent (the “Escrow Agent”) with respect to the Refunded Bonds.
3.02 On or prior to the delivery of the Bonds, the mayor and the clerk are hereby authorized and directed to execute on behalf of the City an escrow agreement (the “Escrow Agreement”) with the Escrow Agent in substantially the form attached hereto as Exhibit B, which Escrow Agreement shall also provide for the refunding of the Refunded Bonds. The execution and delivery of the Escrow Agreement by the mayor and the clerk, in the form presented to the City Council with such changes, omissions, insertions and revisions as the mayor and the clerk deem advisable is hereby approved, and the execution by such officers shall be conclusive evidence of such approval. All essential terms and conditions of the Escrow Agreement, including payment by the City of reasonable charges for the services of the Escrow Agent, are hereby approved and adopted and made a part of this Resolution, and the City covenants that it will promptly enforce all provisions thereof in the event of default thereunder by the Escrow Agent.
Section 4. Covenants, Revenues, Accounts and Tax Levies.
4.01 (a) Debt Service Fund. For the convenience and proper administration of the monies to be borrowed and repaid on the Bonds and to provide adequate and specific security for the Purchaser and holders from time to time of the Bonds, there is hereby created a separate account within the City’s debt service fund to be designated the “2021C Refunding Bonds Debt Service Account” (the “Debt Service Fund”), to be administered and maintained by the finance director as a bookkeeping account, separate and apart from all other accounts maintained in the official financial records of the City. The Debt Service Fund shall be maintained in the manner herein specified until all of the Bonds and interest thereon have been fully paid. To the Debt Service Fund there is hereby pledged and irrevocably appropriated and there shall be credited:
(i) any balance remaining on the Redemption Date, in the debt service account created in the City’s resolution authorizing the issuance and sale of the 2012A Bonds (Resolution No. 12-0066) (the “Prior Resolution”) after payment of principal and interest on the Refunded Bonds on the Redemption Date,
(ii) the Tax Abatement Revenues pursuant to the Abatement Resolution as received by the City, subject to the right of the City to appropriate other funds on hand to payment due on the Bonds and to cancel such Tax Abatement;
(iii) the Tourism Taxes pledged in Section 4.02 hereof;
(iv) any collections of ad valorem taxes hereafter levied for the payment of the Bonds and interest thereon;
(v) all investment earnings on funds in the Debt Service Fund;
(vi) accrued interest, if any, received from the Purchaser upon delivery of the Bonds (the “Accrued Interest”);
(vii) the rounding amount; and
(viii) any and all other monies which are properly available and are appropriated by the City to the Debt Service Fund including taxes levied in Section 4.03(a) hereof.
The amount of any surplus remaining in the Debt Service Fund when the Bonds and interest thereon are paid shall be used as provided in Section 475.67, Subdivision 4 of the Act.
(b) Escrow Account.
(i) The City hereby creates an Escrow Account for payment of the principal of and interest due on the Refunded Bonds on February 1, 2022, and prepayment and redemption of the principal of the Refunded Bonds maturing on and after February 1, 2023, on the Redemption Date. To the Escrow Account there is hereby pledged and irrevocably appropriated and there shall be credited: (a) the proceeds of the Bonds received from the Purchaser, and (b) funds of the City in the amount of $463,959.38 from the debt service account for the 2012A Bonds (the “Funds”); for the payment of the principal and interest due on the Refunded Bonds on February 1, 2022, and the prepayment and redemption of the principal of the Refunded Bonds maturing on and after February 1, 2023, called for redemption and prepayment on the Redemption Date (the “Escrow Account Obligations”).
(ii) The Escrow Account shall be maintained with the Escrow Agent pursuant to the Escrow Agreement and this Resolution. The Escrow Account shall be invested in accordance with the Act, the Escrow Agreement and this Section, in securities specified in Section 475.67, Subdivision 8(a) of the Act.
(iii) From the Escrow Account there shall be paid the Escrow Account Obligations on the date set forth in subparagraph (i) above.
(iv) The Escrow Account for the Refunded Bonds as set forth above for the payment of the principal and interest on the Refunded Bonds due on February 1, 2022, and for the prepayment and redemption of the Refunded Bonds maturing on and after February 1, 2023, due by reason of redemption and prepayment on the Redemption Date. The monies in the Escrow Account shall be used solely for the purposes herein set forth and for no other purpose, except that any surplus in the Escrow Account may be remitted to the City all in accordance with the Escrow Agreement. Any monies remitted to the City upon termination of the Escrow Agreement shall be deposited in the Debt Service Fund.
(v) Securities purchased for the Escrow Account shall be purchased simultaneously with the delivery of and payment for the Bonds. The mayor and clerk or their designee are authorized and directed to purchase such securities.
(c) The construction fund created for the 2012A Bonds has previously been terminated and all bond proceeds therein have been expended.
(d) The finance director is authorized to pay the costs of issuance of the Bonds in the estimated amount of $50,000.
4.02 (a) The City imposes sales taxes on certain sales of food and beverages and lodging within the City pursuant to Laws of Minnesota 1977, Chapter 438, and Laws of Minnesota 1980, Chapter 511, Section 1, Subdivision 2 and Section 3, as amended (the “Tourism Taxes”). The City pledges $500,000 per year of Tourism Taxes to the repayment of the principal of and interest on the Bonds commencing in 2022 and continuing each year thereafter until the Bonds are paid in full.
(b) The City and the Spirit Mountain Recreation Area Authority (the “Authority”) entered into a Pledge Agreement dated as of February 23, 2012 (the “Pledge Agreement”), to provide funds to secure repayment of the 2012A Bonds and any bonds issued to refund the 2012A Bonds. The Pledge Agreement provides additional revenues to secure the Bonds and the City shall deposit the revenues of the Authority paid pursuant to the Pledge Agreement in the Debt Service Fund.
4.03 (a) The full faith and credit and taxing power of the City are hereby irrevocably pledged for the prompt and full payment of the principal of and interest on the Bonds, as such principal and interest respectively become due. To provide monies for the payment of the principal and interest on the Bonds, there is hereby levied a direct, annual ad valorem tax upon all taxable property within the City which shall be extended upon the tax rolls and collected with and part of the other general property taxes of the City. Said levies, together with the Tourism Taxes pledged for payment of the principal and interest on the Bonds, are such that if collected in full they will produce at least five percent in excess of the amount needed to meet when due the principal and interest on the Bonds.
Such tax levies shall be irrevocable as long as any of the Bonds issued hereunder are outstanding and unpaid; provided, however, that prior to approval of its budget each year (approximately December 15) while any Bonds issued hereunder remain outstanding, the City Council shall reduce or cancel the above levies to the extent of an irrevocable appropriation to the Debt Service Fund of monies actually on hand for payment of the principal and interest payable in the ensuing year and shall direct the county auditor to reduce the levy for such calendar year by that amount.
(b) If the balance in the Debt Service Fund is ever insufficient to pay all principal and interest then due on the Bonds, the finance director shall nevertheless provide sufficient money from any other funds of the City which are available for that purpose, and such other funds shall be reimbursed from the Debt Service Fund when the balance therein is sufficient.
4.04 Proceeds of the Bonds on deposit in the Debt Service Fund may, in the discretion of the finance director, be invested in securities permitted by Minnesota Statutes, Chapter 118A; provided, that any such investment shall mature at such time and in such amounts as will permit the payment of costs for the improvement program and/or payment of the principal and interest on the Bonds when due.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01 (a) It is hereby found and determined, based upon information presently available from the City’s municipal advisors, that as of the date of issuance of the Bonds, the issuance of the Bonds will result in a reduction of debt service cost to the City.
(b) It is hereby found and determined that the Proceeds and Funds available and appropriated to the Escrow Account as set forth in Section 4.01(b) will be sufficient to pay the Escrow Account Obligations on February 1, 2022, as set forth in Section 4.01(b)(i).
5.02 The Refunded Bonds shall be paid and prepaid in accordance with their terms and in accordance with the terms and conditions set forth in the form of notice of call for redemption attached to the Escrow Agreement, which terms and conditions are hereby approved and incorporated herein by reference. The Escrow Agent is hereby authorized and directed to send written notice of the call for redemption to the paying agent or bond registrar, as the case may be, and bond insurance company (if any), for such refunded bonds in accordance with their terms and the Escrow Agreement.
5.03 The Escrow Agent is authorized and directed to cause to be provided a material event notice regarding the refunding of the Refunded Bonds in accordance with the continuing disclosure certificate of the City dated February 23, 2012, and delivered in connection with the 2012A Bonds.
Section 6. Certificate of Proceedings.
6.01 The clerk is directed to file with the county auditor a certified copy of this resolution and such other information as the county auditor may require, and to obtain from the county auditor a certificate stating that the Bonds herein authorized have been duly entered on his register.
6.02 The officers of the City are authorized and directed to prepare and furnish to the Purchaser and to bond counsel certified copies of all proceedings and records of the City relating to the authorization and issuance of the Bonds and other affidavits and certificates as may reasonably be requested to show the facts relating to the legality and marketability of the Bonds as such facts appear from the official books and records of the officers’ custody or otherwise known to them. All of such certified copies, certificates and affidavits, including any heretofore furnished, constitute representations of the City as to the correctness of facts recited therein and the actions stated therein to have been taken.
6.03 The officers of the City are hereby authorized and directed to certify that they have examined the official statement prepared and circulated in connection with the sale of the Bonds and that to the best of their knowledge and belief the official statement is a complete and accurate representation of the facts and representations made therein as of the date of the official statement.
Section 7. Continuing Disclosure. The City acknowledges that the Bonds are subject to the continuing disclosure requirements of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12) (the “Rule”). The Rule governs the obligations of certain underwriters to require that issuers of municipal bonds enter into agreements for the benefit of the bondholders to provide continuing disclosure with respect to the Bonds. To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit underwriters of the Bonds to comply with the Rule, which will enhance the marketability of the Bonds, the mayor and the clerk are hereby authorized and directed to execute a continuing disclosure certificate substantially in the form of Exhibit C attached hereto.
Statement of Purpose
STATEMENT OF PURPOSE: This resolution authorizes the sale of Taxable General Obligation Tax Abatement Refunding Bonds, Series 2021C, in the approximate amount of $3,650,000, but not more than $3,730,000 due to anticipated premium bids for the Bonds. The proceeds of the Bonds will be used to provide funds to refund the City’s General Obligation Tax Abatement Bonds, Series 2012A. The 2012A Bonds provided funds for improvements to Spirit Mountain. The refunding will provide an estimated net present value savings of $120,926. The resolution allows the finance director to select the date to offer the bonds for sale, authorizes the City’s municipal advisor, Public Financial Management, to solicit bids and authorizes the chief administrative officer and the finance director, or either of them, to award the sale so long as the true interest cost of the bonds does not exceed 2.75%. The bonds are payable primarily from tourism taxes.