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08-22-1960 HUCMX I SPECIAL MEETING August 22p 1960 Pursuant to due call and notice thereof, a special meeting of the Hutchinson Utilities Commission of the City of Hutchinson, Minnesota, was duly held at the office of the Commission in the City of Hutchinson on Monday, .August 22, 1960 at 4 otclock P.M. The following members were present: Dr. R. I. Sheppard Dr. A. J. Thompson Wallace Kurth And the following members were absent; None The President announced that the next matter of business was the consideration of a resolution providing for the issuance and sale of gas revenue bonds. o (0 No° Member Thompson introduced the following resolution, N which said resolution is marked Exhibit A and by reference _0 M o d art hereto and moved its � made 1- a P adoption. 0 E >, R E S O L U T I O N C) a- C - O CO) o 0 0 Cl) A RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF $650,000 GAS UTILITY REVENUE BONDS OF 0 o Q THE CITY OF HUTCHINSON o WHEREAS.. Chapter 17 of the Home Rule Charter of the City o (D a t) of Hutchinson authorizes the Commission t o construct or L o cu acquire by purchase a gas utility and to borrow money to a u) carry out such power and to pledge net earnings for the a) W =3 o payment of indebtedness incurred, and XQZti WHEREAS, the Commission has heretofore determined to provide such utility and has approved plans and specifi- cations and has called for bids for laying gas mains to serve the inhabitants of the city, total cost not exceeding $650,000, and it is necessary to provide funds by the issu- ance of bonds of the city, and WHEREAS, the Commission is given power to fix rates and adopt rules and regulations for public utility service and to 1 1 12 . Issue bonds or other obligations payable from revenues of the public utilities and under the provisions of Chapter 475, Minnesota Statutes, the Commission-is the governing body with power to initiate proceedings for the issuance of bonds, NOW TEEREFORE, BE IT RESOLVED by the Hutchinson Utilities Commission of the City of Hutchinson, Minnesota, as follows; 1. It is hereby determined that it is necessary and expedient to provide gas service by constructing a gas distribution system and to finance the same by the issu- ance of revenue bonds as authorized by Chapter 475, Minnesota Statutes. 2. There is hereby created a Gas Utility Fund and the following separate accounts therein; (c) A Bond Sinking and Interest Account out of which shall be paid all principal of and interest on bonds issued hereunder including parity bonds. The amounts cred- ited to said account shall be held as a special deposit in the official depository bank or may be invested in United States Government bonds or notes or may be used to purchase bonds issued hereunder at a price not exceeding par and the premium required for redemption on the next redemption date. All such bonds shall be held as an investment of said account. (d) A Bond Reserve Account to be kept and maintained as a reserve for payment of principal of and interest on bonds issued hereunder or parity bonds in event that such principal or interest shall become due when there is not a (a) An Operating Account to which shall be credited all revenues and receipts of the gas utility and out of which shall be paid all necessary and proper costs of current operations of the gas utility. ( b ) A Capital Expenditure Account to which shall be credited except as all of the proceeds from bonds issued hereunder, otherwise provided in Section 6 hereof. All costs of constructing a gas distribution system shall be charged against said account. All such construction costs shall be paid only upon written approval of the engineer. In event that the amount credited to said account is not exhausted by payments of such capital improvements, add- itional gas mains may be laid and the cost thereof charged against said account for a period of two years from Jan- uary 1, 1960• Any balance remaining in said account on January 1, 1962 shall be transferred to the Bond Sinking and Interest Account. (c) A Bond Sinking and Interest Account out of which shall be paid all principal of and interest on bonds issued hereunder including parity bonds. The amounts cred- ited to said account shall be held as a special deposit in the official depository bank or may be invested in United States Government bonds or notes or may be used to purchase bonds issued hereunder at a price not exceeding par and the premium required for redemption on the next redemption date. All such bonds shall be held as an investment of said account. (d) A Bond Reserve Account to be kept and maintained as a reserve for payment of principal of and interest on bonds issued hereunder or parity bonds in event that such principal or interest shall become due when there is not a * 13. sufficient balance in the Bond Sinking and Interest Account to pay the same. The amount credited to said account shall be held as a special deposit in the offi- cial depository bank or may be invested in United States Government bonds or notes . (e) A Surplus Account to which shall be credited all surplus net revenues from the utility after the re- quired payments to the Bond Sinking and Interest Account and Bond Reserve Account. At the close of each fiscal ,year, an amount equal to 50% of the total amount paid in- to such account during the current year (but not exceeding $10,000) shall be credited to the Bond Redemption Account. Any balance therein may be used in such manner as may be directed by the Hutchinson Utilities Commission for con- structing extensions, additions or improvements to the gas utility or for making extraordinary maintenance re- pairs, renewals or replacements to the utility or may be transferred to another account. (f) A Bond Redemption Account which shall be used to redeem bonds on the optional date or to purchase bonds on the open market at a price not exceeding 110% of par value provided that any amount therein at a time when there is an insufficient amount in the Bond Sinking and Interest Account and Bond Reserve Account to pay matured principal and interest shall be used to pay such principal and interest on outstanding bonds as herein provided. The amounts credited to said account shall be held as a special deposit in the official depository bank. If the bonds cannot be redeemed or purchased in accordance with this resolution, until such time as bonds issued here- under are subject to redemption or obtainable at the price specified herein, any amount in said account may be in- vested in United States Government bonds or notes. 3. All income and revenues from the gas utility shall be deposited in a separate ban.k account with an official depository bank and credited to the Gas Utility Fund and the various accounts as herein provided. There shall al- ways be maintained in the operating account an amount suf- ficient to pay the estimated costs of current operations, necessary repairs and maintenance for the ensuing calendar month. Any balance therein at the end of each month shall be deemed net revenues and shall be transferred monthly to the Bond Sinking and Interest Account until there shall be credited to such account an amount equal to all principal and interest falling due on the bonds issued hereunder, in- cluding parity bonds, during the current calendar year. Any balance of net revenues shall be credited to the Bond Reserve Account until there shall be credited to such account an amount equal to the highest amount required in any one of the ensuing three years for the payment of principal of and interest on bonds issued hereunder, including parity bonds. 14. Any remaining balance of net revenues therein shall be credited to the Surplus Account. The Commission shall issue and sell Gas Utility Revenue Bonds of 1960 of the City in the total principal amount of 650,000, said bonds to be 650 in number and numbered 1 to 650, both inclusive, and in the denomina- tion of $1000 each, shall bear date September 1, 1960, shall bear interest as follows; bonds maturing in 1960 to 1970 inclusive, 4% per annum and bonds maturing in 1971 to 1979 inclusive 42% per annum, all interest payable June 1, 1961 and semiannually thereafter on June 1 and December 1 in each year and which bonds mature serially on December 1 in the years and amounts as follows: $10,000 in 1961, $15,000 in 1962 and 1963, $20,000 in 1964, $35,000 in 1965 to 1969, both inclusive, $40,000 in 1970 to 1976, both inclusive, and $45,000 in 1977, 1978 and 1979, all bonds maturing after December 1, 1970, being subject to redemption on said date and any interest payment date thereafter in inverse numerical order at par and ac- crued interest and a premium of $30. 5. The bonds shall be payable at the Citizens Bank of Hutchinson in the City of Hutchinson, Minnesota. All bonds of this issue maturing after December 1, 1970, shall be subject to redemption and prior payment at the option of the city on said date and any interest payment date there- after in inverse numerical order at par and accrued interest and a premium of $30. Thirty days prior notice of redemp- tion shall be given by mail to the bank where the bonds are payable to the original purchaser and to the last known holder. Holders desiring to receive such notice must re- gister their names, addresses and bond numbers with the city clerk. All other holders will be deemed to have waived such mailed notice. 6. The bonds and interest coupons to be thereto at- tached shall be in substantially the following form; No. UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF Mc LEOD CITY OF HUTCHINSON GAS UTILITY REVENUE BOND OF 1960 $1,000 KNOW ALL MEN BY THESE PRESENTS that the City of Hutch- inson, McLeod County, Minnesota, hereby acknowledges itself to be obligated and for value received promises to pay to bearer out of the Bond Sinking and Interest Account of its IV :15•. Gas Utility Fund on the lst day of December, 19 , the sum of ONE THOUSAND DOLLARS and to pay interest thereon out of said account from the date hereof until the princi- pal sum is paid at the rate of four percent ( 4 %) per annum, interest to maturity payable June 1, 1961, and semiannually thereafter on the lst day of June and the lst day of December in each year in accordance with and upon presentation and surrender of the interest coupons hereto attached as they severally become due. Both prin- cipal and interest are payable at Citizens Bank of Hutchinson in the City of Hutchinson, Minnesota, in any coin or currency of the United States of America which at the time of payment is legal tender for public and private debts. All bonds of this issue maturing after December 1, 1970 are subject to redemption at the option of the city on said date and any interest payment date thereafter in in- verse numerical order at par and accrued interest and a premium of $30 upon thirty days' prior notice by mail to the bank where the bonds are payable, to the original pur- chaser and to the last known holder. Holders desiring to receive mailed notice must register their names, ad- dresses and bond numbers with the city clerk. All other holders will be deemed to have waived such mailed notice. This bond is one of an issue in the total principal amount of $650,000, all of like date and tenor except as to interest rate, maturity and redemption privilege, which bonds have been issued for the purpose of providing money to construct the gas utility plant and system of the city as authorized by Chapter 475, Minnesota Statues, and the Home Rule Charter of said city, and the principal and interest thereon are payable only out of the Bond Sinking and Interest Account of the Gas Utility Fund of the city created by resolution adopted by the Hutchinson Utilities Commission entitled "A'Resolution Providing for the Issuance and Sale of $650,000 Gas Utility Revenue Bonds of the City of Hutchinson" to which reference is made for a full statement of rights and privileges hereby granted. This bond does not constitute an indebtedness of the city and the taxing powers of the city may not be used to pay principal hereof or interest hereon. In event of any deficiency in the special accounts, the amounts therein will be first used and applied in pro rata pay- ment of interest on all outstanding bonds of this issue and the balance in payment of principal in order of serial numbers. IT IS HEREBY CERTIFIED AND RECITED that in and by the authorizing resolution the commission has covenanted and agreed that the city will continue to own and operate the gas plant and system free from competition by other like utilities and free from all liens thereon; that adequate insurance on said plant and system and suitable fidelity bonds on employees will be carried; that proper and ade- quate books of account will be kept showing all receipts and disbursements relating to the said plant and system; that it has created a Bond Sinking and Interest Account into which it will pay out of net revenues of its gas utility a sum sufficient to pay principal hereof and inter- est hereon when due and that it will impose and collect charges for services furnished by such utility sufficient for such purpose, and that no additional obligations will be issued or indebtedness incurred payable out of such revenues except as provided in the authorizing resolution. IT IS FURTHER CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and Laws of the State of Minnesota and the Home Rule Charter of the City of Hutchinson to be done, to happen and to be performed precedent to and in the issuance of this bond have been done, have happened and have been performed in due form, time and manner as required by law in order to make this bond a special obligation of the city according to its terms. IN WITNESS WHEREOF, the City of Hutchinson, McLeod County, Minnesota, by its Hutchinson Utilities Commission, has caused this bond to be executed in its behalf by the signatures of the President and Secretary and a fac4mile of the corporate seal and has caused the interest coupons hereto attached to be executed and authenticated by the facsimile signature of said officers, all as of September 1, 1960. Secretary (SEAL) Presi ent — Hutchinson Utilities Commission 16 . 1 1.7. No. (Form of Coupon) On the is t day of June ( December) , 19 , the City of Hutchinson, McLeod County, Minnesota, will pay to bear- er out of the Bond Sinking and Interest Account of its Gas Utility Fund at Citizens Bank of Hutchinson in the City of Hutchinson, Minnesota, the sum of DOLLARS for interest then due on its Gas Utility Revenue Bond of 1960, dated September 1, 1960, No. (';Z_1/'- Press ent Hutchinson Utilities Commission ecretary 7. The bonds shall be prepared under the direction of the Secretary and shall be executed on behalf of the city by the signatures of the President and Secretary of the Commission and a facsimile of the corporate seal of the city shall be affixed thereto and the interest coupons shall be executed and authenticated by the printed facsimile signatures of said officers. 8. The bonds to be issued hereunder are hereby sold to Carleton D. Beh Company in accordance with its offer to purchase said bonds at a price of par and accrued interest. Cut of the bond proceeds, all accrued interest and the sum of $60,000 shall be credited to the Bond Sinking and Interest Account to pay interest during the period before sufficient service connections have been installed to provide adequate revenues. The balance shall be credited to the Capital Expenditure Account. 9. The principal of and interest on the bonds to be issued hereunder shall be payable from the Bond Sinking and Interest Account, the Bond Reserve Account and Bond Redemption Account herein provided and said principal and interest shall not constitute a general indebtedness of the city. In event of any shortage in said accounts so that there is an insufficient amount therein to pay prin- cipal of and interest on any bonds of this issue then due, the amount therein shall be first used and applied in pro rata payment of all interest due thereon including past due interest, if any, and the balance shall be ap- plied in payment of outstanding bonds in order of 18.4 serial number, provided that no holder of any bond may be compelled to accept payment at any time of less than the full principal amount of such bond and each bond shall continue to bear interest as herein provided until full payment is made thereon. 10• The Commission shall cause proper books of record and account to be kept showings (a) The total amount of gas purchased, the amount sold without having been metered and the amount delivered to each metered customer, (b) The date and amount of each statement ren- dered, and any penalty to any customer, (c) The date and amount of each payment on any statement or penalty, (d) The date, amount and purpose of each dis- bursement on account of the operation, repair or maintenance of the plant or system, (e) The amount set aside for operation and maintenance, (f) The total amount of revenue bonds then out- standing and the date and amount of all payments of interest or principal. 11. For the first three years following the date of the bonds and thereafter upon request of the purchaser, the Commission shall furnish monthly reports to the orig- inal purchaser showing separately the number of meters connected to the system, the amount of gas used, the amounts collected on current bills, the amount collected on delinquent bills, the number of new meters installed, the total disbursements itemized separately for salaries, labor, materials, electricity, and supplies, amount de- posited to the various accounts established hereunder and the balances in said accounts. 12. The city will permit no free utility service to be furnished to itself or any other consumer and will charge for gas services in accordance with the schedule presented to the Federal Power Commission. In the event that after two years of operation said rates and charges are insufficient to produce net revenues after expenses of operation, repairs and maintenance at least equal to 125% of the maximum annual principal and interest re- quirements during the next three years on bonds herein authorized, such rates and charges shall be adjusted and made sufficient for such purpose so far as permitted by law provided that nothing herein shall require the city to increase such rates until the close of the fiscal year 1962. 't 19. 13• Until all bonds issued hereunder have been paid or a sufficient amount has been deposited with the paying agent to pay outstanding bonds and interest there- on to maturity or to the date of first redemption to- gether with a sufficient amount to pay any premium re- quired for redemption, no additional bonds or other obligations shall be issued by the city which are pay- able out of net revenues of the gas utility, or which will be a lien or charge on such revenues on a parity with bonds of this issue unless the average annual net revenues as herein defined during the preceding two fis- cal years shall have been an amount equal to at least 150% of the highest annual principal and interest require- ments on all bonds issued hereunder including parity bonds, if any, then outstanding, and such bonds proposed to be issued; provided further that if any bonds issued hereunder shall become due at any time when there is an insufficient amount in the special accounts for their pay- ment, such bonds may be refunded and the maturity thereof extended beyond the last maturity of bonds issued here- -under and such extended bonds or refunding bonds shall snare on a parity with bonds issued hereunder as to interest payments. 14. The city, by its Hutchinson Utilities Commission, covenants and agrees with the holders of bonds issued hereunder that so long as any of said bonds remain out - standing and unpaid, the following covenants and agreements will be enforced; (a) The Commission will cause the gas utility system to be installed substantially in accordance with plans and specifications heretofore approved by the Commission and will use the proceeds from the bonds for such purpose and the balance remaining therefrom shall be used and ap- plied as herein provided. (b) The city will continue to operate its gas utility as a public convenience from which a revenue may be derived free from any lien or encumbrance thereon, and will not grant any franchise or permit any competing utility to op- erate within said city. No part of such utility shall be sold, leased or otherwise disposed of unless replaced by some other part of equal value and net proceeds from such sale shall be credited to the Bond Redemption Account. (c) The Commission will continue to maintain and efficiently operate the plant and system as a public util- ity and convenience on a fully metered basis so far as possible and will cause all revenues from such utility and extensions thereof to be deposited in the depository bank and credited to the Gas Utility Fund and the various accounts as herein provided and it will apportion the 20. 4r- revenues between said accounts as herein provided and will make no expenditures from said accounts except for a duly authorized purpose and in accordance with this resolution. (d) The city will not issue bonds or other obliga- tions for any purpose or at any time, which obligations are to be payable from the net revenues of the gas utility or which will constitute a lien or charge thereon except as authorized by this resolution. (e) The Commission will keep and maintain proper and adequate books of record and account separate from all other records of the city in which will be made com- plete and correct entries as to all transactions relating to the gas utility plant and system and which shall be open to inspection and copying by any bondholder, his agent or attorney at any reasonable time and it will furnish cer- tified transcripts therefrom upon request and upon pay- ment of a reasonable fee therefor and that said accounts shall be audited at least annually by a qualified public accountant, and statements of each audit and report will be furnished within 90 days after the close of each fiscal year to the original purchaser and to all other bond- holders upon request. Each annual audit report shall include, in addition to whatever matters thought proper by the accountants, the following; ( 1) A. detailed statement of income and expenditures for each utility. (2) A. balance sheet for each utility as of the end of the fiscal year. (3) Comments regarding the manner in which the - Council and Commission have carried out the requirements of this resolution, including establishment of the various accounts. (4) A list of insurance policies in force, showing amount carried, risks covered, the names of insurers and expiration date. (5) The number of metered customers and unmetered customers, if any, for each utility. (6) Any disposition of bond proceeds and the amount of outstanding indebtedness. (f) The Commission will maintain and enforce rates and charges for all services to the city and to all other users in accordance with the provisions of Section 12 hereof and will make all reasonable 21. efforts to collect such charges, including discontinuance of service to any customer within 30 days following the making of any bill, until such bill and penalties have been paid in full. (g) The Commission will cause all persons handling revenues of the gas utility plant and system to be bonded in reasonable amounts for the protection of the city and the bondholders and will cause the funds collected on account of the operations of the public utility plant and system to be deposited in a depository bank or banks whose deposits are guaranteed under the Federal Deposit Insurance Law. (h) The Commission will keep the gas utility plant and system insured at all times against loss or damage by fire, tornado, flood and other risks customarily insured against, including public liability insurance with an in- surer or insurers in good standing in such amounts as are customary for like plants, to protect the holders from time to time of the bonds issued hereunder and the city from any loss due to any such casualty and will apply the proceeds of such insurance to make good any such loss. (i) At least until January 1, 1963, the city shall employ a consulting engineer to make annual inspection of the physical plant of the gas utility and shall request such engineer's recommendations as to operations of the gas utility, replacements, improvements and extensions and any suggestions as to changes in its schedule of rates and charges. Among other duties, such engineer shall make an annual report of revenues and expenses, number of con- nections, amount of gas purchased and sold, line load, insurance protection, status of the various accounts here- in created and other pertinent information and will fur- nish copies of such reports to the original bond purchasers. (j) The city and each and all of its officers will punctually perform all duties with reference to the gas utility plant and system as required by the laws of the State of Minnesota. 15. In the event that any principal of or interest on any fond issued hereunder shall become due and remain unpaid for more than thirty days, such nonpayment shall constitute a default hereunder and the holder or holders of a majority in_ principal amount of outstanding bonds is- sued hereunder, including parity bonds, shall have all rights granted by the laws of the State of Minnesota for the enforcement of payment of principal and interest on behalf of the holders of all of said bonds then outstanding and unpaid. For such purpose any bond may be declared due and payable with the consent of the holder thereof. 2.2.x, 16. The holders of eighty percent in principal amount of the bonds or parity bonds at any time out- standing (not including in any case any bonds which may then be held or owned by or for the account of the city, but including any refunding bonds as may have been issued for the purpose of refunding any of such bonds if such refunding bonds shall not then be owned by the city) shall have the right from time to time to consent to and approve the adoption by the Commission of any resolution or resolutions modifying or amending any of the terms of provisions contained in this resolution; provided, however, that this resolution may not be so modified or amended in such manner as to adversely affect the rights of holders of less than all of the bonds then outstanding, or to reduce the percentage of the principal amount of bonds, the consent of the holders of which is required to effect a further modification. 17. The Secretary of the Commission shall furnish to the County Auditor of McLeod County a certified copy of this resolution and such further information as he shall require and obtain his certificate in accordance with Section 475.63, Minnesota Statutes, as amended. 18. The Secretary and Treasurer of the Commission are hereby authorized and directed to furnish to the purchaser of said bonds and to the attorneys examining the proceedings and furnishing a legal opinion thereon to the purchaser, certified copies of all ordinances, resolutions and records of the city relating to said bonds or the right, power and authority of the city to issue the same and such certified copies and certificates shall be deemed representations of the city as to all facts stated therein. 19. All of the terms and provisions of this re- solution shall be and constitute a covenant on the part of the city to and with each and every holder from time to time of the bonds issued hereunder. All resolutions heretofore adopted by the Hutchinson Utilities Commission are hereby amended in all respects necessary to conform with the provisions of this resolution. The motion for the adoption of the foregoing reso- lution was duly seconded by Wallace Kurth and, upon vote being taken thereon, the following voted in favor thereof; Dr. R. I. Sheppard Dr. A. J. Thompson Wallace Kurth 2.3. And the following voted against the same; None whereupon said resolution was declared duly passed and ad opted . STATE OF MINNESOTA) COUNTY OF MCLEOD ) S.S. CITY OF HUTCHINSON) I, the undersigned, being the duly qualified and acting Secretary of the Hutchinson Utilities Commission of the City of Hutchinson, Minnesota, do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a special meeting of the Commission held on August 22, 1960 with the original thereof on file in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the opening of bids for Municipal Natural Gas System and Gas Service Meters and Regulators. WITNESS MY hand officially this 22nd day of August 1960. R. W. Dahl, Secretary There being no further business the meeting was adjourned. R. W. Dahl, Secretary ATTESTED; ., f R. I. Sheppar , President 1 L�