MINUTES OF THE REGULAR MEETING
OF THE ORTONVILLE CITY COUNCIL
COUNTY OF BIG STONE, STATE OF MINNESOTA
TUESDAY. APRIL 29, 2003 5:30 PM
COUNCIL CHAMBERS
CALL TO ORDER AND ROLL CALL:
Mayor Dinnel called the reconvened
April 21, 2003 regular meeting of the Ortonville City Council back into
session at 5:45 P.M. Roll call was taken with the following being
present: Mel Reinke, Lenore Sellin, Dan Oakes with the following absent:
Mike Dorry, Artie Arndt, Lisa Berkner. City Staff Present: Char
Grossman. Media present: Beth Fuller, John Paulson. Others Present:
Greg Peterson, Dianne Radermacher, Darrel Farr, Brent Christiansen, Vicki
Oakes, Joan Hasslen, John Jurgens, Marilyn Lindahl, Carolyn Drude, Ken
Archer
Carolyn Drude reviewed the sale of the
bonds for the senior housing project. Bids were received from three
bidders. Carolyn recommended the awarding sale of the bonds to U.S.
Bancorp Piper Jaffray.
Member
Reinke introduced the following resolution and moved its adoption:
RESOLUTION 03-047
RESOLUTION APPROVING THE SALE BY THE ECONOMIC DEVELOPMENT
AUTHORITY OF THE CITY OF ORTONVILLE, MINNESOTA’S, $3,000,000 HOUSING
DEVELOPMENT BONDS, SERIES 2003A (CITY OF ORTONVILLE, MINNESOTA, GENERAL
OBLIGATION) AND ALLOCATING SMALL ISSUER REBATE EXCEPTION AUTHORITY
WHEREAS, on April 29, 2003, the Economic Development
Authority of the City of Ortonville, Minnesota (the "Authority"), has by
resolution accepted an offer for and has awarded the sale of its
$3,000,000 Housing Development Bonds, Series 2003A (City of Ortonville,
Minnesota, General Obligation), dated May 28, 2003 (the "Bonds"); and
WHEREAS, unless an exception is available, bonds which are
tax-exempt are subject to the federal arbitrage requirement of rebating
earnings in excess of the bond yield on certain investments; and
WHEREAS, ordinarily bonds are subject to rebate if issued
by a governmental unit that lacks general taxing powers, such as the
Authority; and
WHEREAS, if the Authority issues bonds on behalf of a
governmental unit with general taxing powers, such as the City of
Ortonville, Minnesota (the "City"), it will be treated as having general
taxing powers if the bonds do not exceed the lesser of $5,000,000 or such
amount of the $5,000,000 small issuer limitation as a governmental unit
with general taxing powers may allocate to the Authority; and
WHEREAS, the City is a governmental unit with general
taxing powers.
WHEREAS, the City is an obligated person under the
provisions of Rule 15c2-12 (the "Rule") promulgated by the Securities and
Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended, and is therefore subject to continuing disclosure
requirements under the Rule (the "Disclosure Requirements").
NOW THEREFORE, BE IT RESOLVED By the City Council of the
City of Ortonville, Big Stone County, Minnesota, as follows:
Section 1.
Approval.
The issuance by the Authority of the Bonds backed by the full faith and
credit of the City, all pursuant to the resolution, is hereby approved by
the City.
Section 2.
Finding.
The City hereby finds, determines and declares that (1) the Authority is
issuing its Bonds on behalf of the City within the meaning of Section
148(f)(4)(C)(iv) of the federal Internal Revenue Code of 1986, as amended
(the "Code"), (2) the Authority is therefore treated as a subordinate
entity of the City for purposes of such Section, and (3) the aggregate
face amount of the Bonds does not exceed the lesser of $5,000,000 or the
amount which, when added to the aggregate amount of other issues issued by
the Authority in the year 2003, is allocated to the Authority in Section 3
of this resolution.
Section 3.
Allocation.
The City hereby allocates to the Authority a $3,000,000 portion of the
City's $5,000,000 limitation under Section 148(f)(4)(C)(i)(iv) of the Code
on the aggregate face amount of tax-exempt bonds (other than private
activity bonds) issued by the City during the calendar year 2003. Such
allocation is made solely with respect to the Bonds, is irrevocable and is
made before the issuance of the Bonds. Said $3,000,000 allocated to the
Authority bears a reasonable relationship to the benefits received by the
City from the Bonds issued by the Authority, because the Bonds finance an
elderly residential housing facility to be located in and used by the
City. The Authority shall accept this allocation by issuing its Bonds and
making a statement in its Nonarbitrage Certificate relating to the Bonds.
Section 4.
Aggregation.
The City and Authority will be aggregated and treated as one issuer for
purposes of said $5,000,000 limitation, and together will not issue in the
year 2003 more than $5,000,000 aggregate face amount of all tax-exempt
bonds (other than private activity bonds).
Section 5.
Disclosure Undertaking.
The City is the sole obligated person with respect to the Bonds who is
subject to the Disclosure Requirements, and accordingly, the City shall,
in accordance with the provisions of Rule and a Continuing Disclosure
Undertaking (the "Undertaking") hereinafter described to:
(1)
Provide or cause to be provided to each
nationally recognized municipal securities information repository ("NRMSIR")
and to the appropriate state information depository ("SID"), if any, for
the State of Minnesota, in each case as designated by the Commission in
accordance with the Rule, certain annual financial information and
operating data in accordance with the Undertaking;
(2)
Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the Municipal Securities Rulemaking Board
("MSRB") and (ii) the SID, notice of the occurrence of certain material
events with respect to the Bonds in accordance with the Undertaking;
(3)
Provide or cause to be provided, in a timely
manner, to (i) each NRMSIR or to the MSRB and (ii) the SID, notice of a
failure by the City to provide the annual financial information with
respect to the City described in the Undertaking; and
(4)
The City's covenants pursuant to the Rule set
forth in this paragraph and in the Undertaking are intended to be for the
benefit of the holders and any other beneficial owners of the Bonds and
shall be enforceable on behalf of such holders and beneficial owners;
provided that the right to enforce the provisions of these covenants shall
be limited to a right to obtain specific enforcement of the City's
obligations under the covenants.
The Mayor and Administrator-Clerk of the City, or any other
officer of the City authorized to act in their place (the "Officers"), are
hereby authorized and directed to execute on behalf of the City the
Undertaking in substantially the form presented to the City Council,
subject to such modifications thereof or additions thereto as are (i)
consistent with the requirements under the Rule, (ii) required by the
purchaser of the Bonds and (iii) acceptable to the Officers.
Section 6.
County Auditor Filing.
The Administrator-Clerk is authorized and directed to file a certified
copy of this resolution with the County Auditor and to obtain the
certificate required by Minnesota Statutes, Section 475.63.
Section 7.
Severability.
If any section, paragraph or provision of this resolution shall be held to
be invalid or unenforceable for any reason, the invalidity or
unenforceability of such section, paragraph or provision shall not affect
any of the remaining provisions of this resolution.
Section 8.
Headings.
Headings in this resolution are included for convenience of reference only
and are not a part hereof, and shall not limit or define the meaning of
any provision hereof.
The motion
for the adoption of the foregoing resolution was duly seconded by Member
Sellin, and upon vote being taken thereon, the following voted in favor
thereof: Reinke, Sellin, Oakes, Dinnel
and the following voted against the same:
None
whereupon
the resolution was declared duly passed and
adopted.
APPROVED:
_____________________
David Dinnel
Mayor
ATTEST:
_____________________
Charleen K. Grossman
City Clerk/Administrator
ADJOURNMENT:
There being no further business to
come before the Council, Sellin moved the
adjournment of the meeting and with no objections thereto, Dinnel
adjourned the April 21, 2003 regular meeting of the Ortonville City
Council at 6:30.
