Minutes November 7, 2017

 Wabasha County Board of Commissioners

Meeting of November 7, 2017


The Board of County Commissioners of Wabasha County, Minnesota, convened in Regular Session at the Wabasha County Courthouse, in the City of Wabasha, Minnesota on Tuesday, November 7, 2017 at 9:00 a.m.

The meeting was called to order by Board Chairperson Key.

The following Commissioners were present:  Goihl, Hall, Key, Springer, Wobbe

SPRINGER-HALL

Motion to approve the agenda

Adopted Unanimously

Staff Updates:

Anniversaries:

  • Traci Green, Court Services, 10 Years of Service

  • Larry Howe, Information Technology, 5 Years of Service

Administrator Updates:

WOBBE-SPRINGER

Motion to approve the consent agenda including the following:

Minutes: October 24, 2017

Claims

Meal Vouchers

Per Diems

Resolution No.: 2017-208

Resolution to Approve Performance Evaluation of Wabasha County Administrator

Whereas, Michael Plante was appointed as Wabasha County Administrator on March 4, 2014,

Whereas, in a closed session on October 24, 2017 at 9:35 a.m. the Wabasha County Board of Commissioners conducted an annual performance evaluation of Michael Plante,

Whereas, the Administrator outlined goals that had been achieved over the past year,

Whereas, the Administrator outlined several areas he would like to focus on in the upcoming year including the county’s organizational structure, minimizing potential budget increases and continuing to work on building relationships and partnerships within the organization and with community stakeholders,

Now Therefore be it Resolved by the Wabasha County Board of Commissioners approve the annual Performance Evaluation of the Wabasha County Administrator, Michael Plante.

 

Resolution No.:  2017-209

Approval of Agreement with Hildi Inc

Whereas, an actuarial study is necessary to provide data needed for disclosure in the County’s financial statement under GASB Statements No. 45 and 75, and

Whereas, the County had contracted with Hildi Inc to provide the actuarial services to the County previously, and

Whereas, the next actuarial review is required for fiscal year 2018.

Now Therefore, be it resolved, that the Wabasha County Board of Commissioners hereby approves the attached agreement for consulting services between Hildi Inc and Wabasha County.

Adopted Unanimously

WOBBE-SPRINGER

Resolution No. 2017-210

A Resolution Approving The Joint Powers Agreement By And Between The County Of Wabasha And The Port Authority Of The City Of Saint Paul Relating To The Mn Pace Program And Designating The Port Authority As The Implementing Entity To Administer The Program On Behalf Of The County

Whereas, Minnesota Statutes, Sections 216C.435 and 216C.436 (the "Act") authorize the City to provide for the financing of the acquisition and construction or installation of energy efficiency and conservation improvements (the "Improvements") on qualifying real property located within the boundaries of the County; and

Whereas, the Act authorizes the City to designate an authority other than the City to implement the program under the Act on behalf of the County; and

Whereas, the Port Authority of the City of Saint Paul ("Port Authority") has created a program under the Act known as the Property Assessed Clean Energy Program ("MN PACE") for purposes of implementing and administering the activities described in the Act, and the Port Authority is willing to implement and administer that program on behalf of the County; and

Whereas, the County and the Port Authority desire to enter into a written Joint Powers Agreement whereby the County will designate the Port Authority as the implementing entity to implement and administer the MN PACE program on behalf of the County to finance the Improvements.

Now Therefore Be It Resolved, the Wabasha County Board of Commissioners that execution of the Joint Powers Agreement by and between the County and the Port Authority is hereby approved and that the Port Authority is hereby designated as the implementing entity to implement and administer the MN PACE program on behalf of the County.  

Adopted Unanimously

GOIHL-SPRINGER

Resolution No.: 2017-211

2017 Teamster Jailers/Dispatchers Collective Bargaining Agreement

Whereas, the Wabasha County Negotiation Team met in negotiations and mediation with the Teamster Jailer/Dispatcher collective bargaining unit, and;

Whereas, the parties have reached a Tentative Agreement, and;

Whereas, the Negotiation Committee has reviewed the agreement and it met with their unanimous approval, and

Whereas, the Teamster Jailer/Dispatcher Union has voted to accept the agreement as presented

Now Therefore Be It Resolved by the Wabasha County Board of Commissioners approves the adoption of the attached agreement.

Adopted Unanimously

SPRINGER-WOBBE

Resolution No.: 2017-212

Whereas, the following applicant wishes to have their MN Lawful Gambling Exempt Permit approved:

Kevin Majerus                                                                     American Legion Post 598

Whereas, Exempt Permit is for gambling at Mac’s Park Place 57444 406th Ave Mazeppa,  MN 55956, Mazeppa Twp.

Whereas, the application have been approved by Mazeppa Twp Board. The permit runs for 1 day, Jan 13, 2018.

Now Therefore be it Resolved by the Wabasha County Board of Commissioners hereby approves, the MN Lawful Gambling Exempt Permit for American Legion Post 598 at Mac’s Park Place of Mazeppa.

Adopted Unanimously

GOIHL-HALL

Resolution No. 2017-213

Resolution Authorizing Issuance, Awarding Sale, Prescribing The Form And Details And Providing For The Payment Of $3,670,000 General Obligation Capital Improvement Plan Bonds, Series 2017a

Be It Resolved by the Board of Commissioners (the “Board”) of Wabasha County, Minnesota (the “County”), as follows:

SECTION 1.  AUTHORIZATION AND SALE.

1.01.  Authorization.  On October 3, 2017, this Board held a public hearing on the adoption of its Capital Improvement Plan (the “CIP”) and the question of issuing General Obligation Capital Improvement Plan Bonds (the “Bonds”), after notice duly published in the official newspaper of the County as set forth in Minnesota Statutes, Section 373.40, subdivision 2.  No petition requesting a vote on the question of adopting the amendments to the CIP or issuing the Bonds was filed within 30 days of October 3, 2017.  This Board hereby finds that the Bonds may be issued without an election pursuant to Minnesota Statutes, Section 373.40, subdivision 2.

By Resolution adopted October 3, 2017 (the “Preliminary Resolution”), this Board authorized the issuance and sale of the Bonds in the approximate aggregate principal amount of $4,100,000.  Proceeds of the Bonds will be used to finance various capital improvements identified in the CIP, including the acquisition of the Wabasha County Criminal Justice Center (the “Building”) located at 848 17th Street East in the City of Wabasha, Minnesota, which Building is currently leased by the County from Wells Fargo Bank, National Association (the “Bank”).  The proceeds of the Bonds being used to purchase the Building will be applied to refund in a current refunding the County’s Certificates of Participation, Series 2008B, dated, as originally issued, as of June 1, 2008 (the “Series 2008B Certificates”), maturing on February 1 in the years 2019 through 2028 and outstanding in the principal amount of $4,530,000 (the “Refunded Bonds”), which Series 2008B Certificates were issued to finance the construction of the Building. 

The Refunded Bonds are expected to be called for redemption and prepayment on February 1, 2018 (the “Redemption Date”).  The refunding of the Refunded Bonds is being carried out for the purposes described in Minnesota Statutes, Section 475.67, subdivision 3, section (b)(2)(i) and in compliance with Minnesota Statutes, Chapter 475. 

The County finds that the maximum principal and interest to become due in any year on the Bonds and all other bonds issued by the County (approximately $481,000) under Minnesota Statutes, Section 373.40 is less than 0.12 percent ($3,719,955) of the taxable market value of property in the County (approximately $3,099,962,500).

1.02.  Sale.  The County has retained Springsted Incorporated, as independent municipal advisor, to assist the County in connection with the sale of the Bonds.  The Bonds are being sold pursuant to Minnesota Statutes, Section 475.60, Subdivision 2, paragraph (9), without meeting the requirements for public sale under Minnesota Statutes, Section 475.60, Subdivision 1.  The proposals have been opened and publicly read and considered, and the purchase price, interest rates and true interest cost under the terms of each bid have been determined.  The most favorable proposal received is that of Robert W. Baird & Company, Incorporated, of Milwaukee, Wisconsin (the “Purchaser”), to purchase the Bonds at a price of $3,983,548.03, the Bonds to bear interest at the rates set forth in Section 2.01.  The proposal is hereby accepted, and the Chair and the County Administrator are hereby authorized and directed to execute a contract on the part of the County for the sale of the Bonds with the Purchaser.  The good faith deposit of the Purchaser, if any, shall be retained and deposited by the County until the Bonds have been delivered and shall be deducted from the purchase price paid at settlement.

1.04.  Issuance of Bonds.  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, now existing, having happened and having been performed, it is now necessary for the Board to establish the form and terms of the Bonds, to provide security therefor and to issue the Bonds forthwith.

SECTION 2.  BOND TERMS; REGISTRATION; EXECUTION AND DELIVERY.

2.01.  Maturities; Interest Rates; Denominations and Payment.  The Bonds shall be originally dated as of December 7, 2017, shall be in the denomination of $5,000 each, or any integral multiple thereof, of single maturities.  The Bonds shall mature on February 1 in the years and amounts stated below, and shall bear interest from date of original issue until paid at the annual rates set forth opposite such years and amounts, as follows:

Maturity Amount Rate Maturity Amount Rate
2019 $325,000 4.00% 2024 $430,000 4.00%
2020 360,000 5.00 2025 445,000 3.00
2021 375,000 5.00 2026 460,000 3.00
2022 395,000 4.00 2027 470,000 3.00
2023 410,000 4.00

The Bonds shall be issuable only in fully registered form.  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; provided that, so long as the Bonds are registered in the name of a securities depository, or a nominee thereof, in accordance with Section 2.07 hereof, principal and interest shall be payable in accordance with the operational arrangements of the securities depository.

2.02.  Dates and Interest Payment Dates.  Upon initial delivery of the Bonds pursuant to Section 2.06 and upon any subsequent transfer or exchange pursuant to Section 2.05, the date of authentication shall be noted on each Bond so delivered, exchanged or transferred.  Interest on the Bonds shall be payable semiannually on February 1 and August 1, commencing August 1, 2018, each such date being referred to herein as an Interest Payment Date, to the person in whose name the Bonds are registered on the Bond Register, as hereinafter defined, at the Registrar’s close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date, whether or not such day is a business day.  Interest shall be computed on the basis of a 360-day year composed of twelve 30-day months.

2.03.  Redemption.  The Bonds will not be subject to redemption prior to their stated maturities.

2.04.  Appointment of Initial Registrar.  The County hereby appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial registrar, transfer agent and paying agent (the “Registrar”).  The Chair and County Administrator are authorized to execute and deliver, on behalf of the County, a contract with the 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 County agrees to pay the reasonable and customary charges of the Registrar for the services performed.  The County reserves the right to remove the Registrar upon 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.

2.05.  Registration.  The effect of registration and the rights and duties of the County 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 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 Bonds are surrendered by the registered owner for exchange the Registrar shall authenticate and deliver one or more new Bonds of a like aggregate principal amount and maturity, as requested by the registered owner or the owner’s attorney in writing.

(d)                 Cancellation.  All Bonds surrendered upon any transfer or exchange shall be promptly canceled by the Registrar and thereafter disposed of as directed by the County.

(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 valid and genuine and that the requested transfer is legally authorized.  The Registrar shall incur no liability for the refusal, in good faith, to make transfers which it, in its judgment, deems improper or unauthorized.

(f)                  Persons Deemed Owners.  The County 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 the Bond, whether the Bond shall be overdue or not, for the purpose of receiving payment of or on account of, the principal of and interest on the Bond and for all other purposes; and all payments made to any registered owner or upon the owner's order shall be valid and effectual to satisfy and discharge the liability upon 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 destroyed, stolen or lost, 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 Bond destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen or lost, 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 County and the Registrar shall be named as obligees.  All Bonds so surrendered to the Registrar shall be canceled by it and evidence of such cancellation shall be given to the County.  If the mutilated, destroyed, stolen or lost Bond has already matured 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, as amended.

(j)                  Valid Obligations.  All Bonds issued upon any transfer or exchange of Bonds shall be the valid obligations of the County, evidencing the same debt, and entitled to the same benefits under this Resolution as the Bonds surrendered upon such transfer or exchange.

2.06.  Execution, Authentication and Delivery.  The Bonds shall be prepared under the direction of the County Administrator and shall be executed on behalf of the County by the signatures of the Chair and County Administrator, provided that the signatures may be printed, engraved or lithographed facsimiles of the originals.  In case any officer whose signature or a facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of any Bond, such signature or facsimile 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 the 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 prepared, executed and authenticated, the County Administrator shall deliver them to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore executed, and the Purchaser shall not be obligated to see to the application of the purchase price.

2.07.  Securities Depository.  (a)  For purposes of this section the following terms shall have the following meanings:

“Beneficial Owner” shall mean, whenever used with respect to a Bond, the person in whose name such Bond is recorded as the beneficial owner of such Bond by a Participant on the records of such Participant, or such person’s subrogee.

“Cede & Co.” shall mean Cede & Co., the nominee of DTC, and any successor nominee of DTC with respect to the Bonds.

“DTC” shall mean The Depository Trust Company of New York, New York.

“Participant” shall mean any broker-dealer, bank or other financial institution for which DTC holds Bonds as securities depository.

“Representation Letter” shall mean the Representation Letter pursuant to which the sender agrees to comply with DTC’s Operational Arrangements.

(b)           The Bonds shall be initially issued as separately authenticated fully registered bonds, and one Bond shall be issued in the principal amount of each stated maturity of the Bonds.  Upon initial issuance, the ownership of such Bonds shall be registered in the bond register in the name of Cede & Co., as nominee of DTC.  The Registrar and the County may treat DTC (or its nominee) as the sole and exclusive owner of the Bonds registered in its name for the purposes of payment of the principal of or interest on the Bonds, selecting the Bonds or portions thereof to be redeemed, if any, giving any notice permitted or required to be given to registered owners of Bonds under this resolution, registering the transfer of Bonds, and for all other purposes whatsoever, and neither the Registrar nor the County shall be affected by any notice to the contrary.  Neither the Registrar nor the County shall have any responsibility or obligation to any Participant, any person claiming a beneficial ownership interest in the Bonds under or through DTC or any Participant, or any other person which is not shown on the bond register as being a registered owner of any Bonds, with respect to the accuracy of any records maintained by DTC or any Participant, with respect to the payment by DTC or any Participant of any amount with respect to the principal of or interest on the Bonds, with respect to any notice which is permitted or required to be given to owners of Bonds under this resolution, or with respect to any consent given or other action taken by DTC as registered owner of the Bonds.  So long as any Bond is registered in the name of Cede & Co., as nominee of DTC, the Registrar shall pay all principal of and interest on such Bond, and shall give all notices with respect to such Bond, only to Cede & Co. in accordance with DTC's Operational Arrangements, and all such payments shall be valid and effective to fully satisfy and discharge the County’s obligations with respect to the principal of and interest on the Bonds to the extent of the sum or sums so paid.  No person other than DTC shall receive an authenticated Bond for each separate stated maturity evidencing the obligation of the County to make payments of principal and interest.  Upon delivery by DTC to the Registrar of written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the Bonds will be transferable to such new nominee in accordance with paragraph (e) hereof.

(c)           In the event the County determines that it is in the best interest of the Beneficial Owners that they be able to obtain Bonds in the form of bond certificates, the County may notify DTC and the Registrar, whereupon DTC shall notify the Participants of the availability through DTC of Bonds in the form of certificates.  In such event, the Bonds will be transferable in accordance with paragraph (e) hereof.  DTC may determine to discontinue providing its services with respect to the Bonds at any time by giving notice to the County and the Registrar and discharging its responsibilities with respect thereto under applicable law.  In such event the Bonds will be transferable in accordance with paragraph (e) hereof.

(d)           The execution and delivery of the Representation Letter to DTC by the Chair or County Administrator, if not previously filed, is hereby authorized and directed.

(e)           In the event that any transfer or exchange of Bonds is permitted under paragraph (b) or (c) hereof, such transfer or exchange shall be accomplished upon receipt by the Registrar of the Bonds to be transferred or exchanged and appropriate instruments of transfer to the permitted transferee in accordance with the provisions of this resolution.  In the event Bonds in the form of certificates are issued to owners other than Cede & Co., its successor as nominee for DTC as owner of all the Bonds, or another securities depository as owner of all the Bonds, the provisions of this resolution shall also apply to all matters relating thereto, including, without limitation, the printing of such Bonds in the form of bond certificates and the method of payment of principal of and interest on such Bonds in the form of bond certificates.

2.08.        Form of Bonds.  The Bonds shall be prepared in substantially the form found at EXHIBIT A.

SECTION 3.  USE OF PROCEEDS.  Upon payment for the Bonds by the Purchaser, the County Administrator shall deposit and apply proceeds of the Bonds as follows:  (a) $3,939,316.60, together with certain other amounts, including amounts on deposit in the funds originally established for the Refunded Bonds, shall be deposited into the Bond Fund established under the Trust Indenture for the Refunded Bonds to be applied to the redemption thereof on the Redemption Date; (b) $44,231.43 shall be used to pay costs of issuance of the Bonds and (c) $-0- will be deposited in the Bond Fund described hereinbelow.

SECTION 4.  GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2017A BOND FUND.  The Bonds shall be payable from a separate General Obligation Capital Improvement Plan Bonds, Series 2017A Bond Fund (the “Bond Fund”) of the County, which Bond Fund the County agrees to maintain until the Bonds have been paid in full.  The moneys on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds.  Into the Bond Fund shall be paid:  (a) any amount in excess of the amounts described in Section 3; (b) all taxes collected pursuant to Section 5; (c) all excess amounts on deposit in the funds maintained for the payment of the Refunded Bonds upon the retirement of the Refunded Bonds on the Redemption Date; and (d) any other funds appropriated by the Board for the payment of the Bonds.  The principal of and interest on the Bonds shall be payable from the Bond Fund, and the money on hand in the Bond Fund from time to time shall be used only to pay the principal of and interest on the Bonds.  On or before each principal and interest payment date for the Bonds, the County Auditor is directed to remit to the Registrar from funds on deposit in the Bond Fund the amount needed to pay principal and interest on the Bonds on the next succeeding principal and interest payment date.  If the balance in the Bond Fund is at any time insufficient to pay all interest and principal then due on all Bonds payable therefrom, the payment shall be made from any fund of the County which is available for that purpose, subject to reimbursement from the Bond Fund when the balance therein is sufficient, and the County covenants and agrees that it will each year levy a sufficient amount of ad valorem taxes to take care of any accumulated or anticipated deficiency, which levy is not subject to any constitutional or statutory limitation.

SECTION 5.  PLEDGE OF TAXING POWERS.  For the prompt and full payment of the principal of and interest on the Bonds as such payments respectively become due, the full faith, credit and unlimited taxing powers of the County shall be and are hereby irrevocably pledged.  In order to produce aggregate amounts not less than 5% in excess of the amounts needed to meet when due the principal and interest payments on the Bonds, ad valorem taxes are hereby levied on all taxable property in the County, the taxes to be levied and collected in the following years and amounts:

Levy Years           Collection Years  Amount

See attached levy calculation

The taxes shall be irrepealable as long as any of the Bonds are outstanding and unpaid, provided that the County reserves the right and power to reduce the tax levies from other legally available funds, in accordance with the provisions of Minnesota Statutes, Section 475.61.

SECTION 6.  BOND FUND BALANCE RESTRICTION.  In order to ensure compliance with the Internal Revenue Code of 1986, as amended (the “Code”), and applicable Treasury Regulations thereunder (the “Regulations”), upon allocation of any funds to the Bond Fund, the balance then on hand in the Bond Fund shall be ascertained.  If it exceeds the amount of principal and interest on the Bonds to become due and payable through February 1 next following, plus a reasonable carryover equal to 1/12th of the debt service due in the following bond year, the excess shall (unless an opinion is otherwise received from bond counsel) be used to prepay the Bonds, or invested at a yield which does not exceed the yield on the Bonds calculated in accordance with Section 148 of the Code.

SECTION 7.  DEFEASANCE.  When all of the Bonds have been discharged as provided in this Section, all pledges, covenants and other rights granted by this Resolution to the registered owners of the Bonds shall cease.  The County may discharge its obligations with respect to any Bonds which are due on any date by depositing with the Registrar 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 Registrar a sum sufficient for the payment thereof in full with interest accrued from the due date to the date of such deposit.  The County may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms by depositing with the Registrar on or before that date an amount equal to the principal, redemption premium, if any, and interest then due, provided that notice of such redemption has been duly given as provided herein.  The County 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 or trust company 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 time and at such rates and maturing or callable at the holder’s option on such dates as shall be required to pay all principal and interest to become due thereon to maturity or earlier designated redemption date, provided, however, that if such deposit is made more than ninety days before the maturity date of the Bonds to be discharged, the County shall have received a written opinion of Bond Counsel to the effect that such deposit does not adversely affect the exemption of interest on any Bonds from federal income taxation and a written report of an accountant or investment banking firm verifying that the deposit is sufficient to pay when due all of the principal and interest on the Bonds to be discharged on and before their maturity dates or, if notice of redemption as herein required has been irrevocably provided for, to such earlier redemption date.

SECTION 8.  TAX COVENANTS; ARBITRAGE MATTERS AND CONTINUING DISCLOSURE.

8.01.  Covenant.  The County covenants and agrees with the owners from time to time of the Bonds, that it will not take, or permit to be taken by any of its officers, employees or agents, any action which would cause the interest on the Bonds to become includable in gross income of the recipient under the Code and applicable Regulations, and covenants to take any and all affirmative actions within its powers to ensure that the interest on the Bonds will not become includable in gross income of the recipient under the Code and applicable Regulations.  The County represents and covenants that all improvements financed from the proceeds of the Bonds are and will be owned and operated by the County and available for use by members of the general public on a substantially equal basis. The County has not and will not enter into any lease, management contract, operating agreement, use agreement or other contract relating to the use, operation or maintenance of the financed facilities or any part thereof which would cause the Bonds to be considered “private activity bonds” or “private loan bonds” pursuant to Section 141 of the Code.

8.02.  Arbitrage Certification.  The Chair and County Administrator being the officers of the County charged with the responsibility for issuing the Bonds pursuant to this Resolution, are authorized and directed to execute and deliver to the Purchaser a certificate in accordance with the provisions of Section 148 of the Code and applicable Regulations, stating that on the basis of facts, estimates and circumstances in existence on the date of issue and delivery of the Bonds, it is reasonably expected 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 the applicable Regulations.

8.03.  Arbitrage Rebate.  The County acknowledges that the Bonds are subject to the rebate requirements of Section 148(f) of the Code.  The County covenants and agrees to retain such records, make such determinations, file such reports and documents and pay such amounts at such times as are required under Section 148(f) and applicable Regulations to preserve the exclusion of interest on the Bonds from gross income for federal income tax purposes, unless the Bonds qualify for an exception from the rebate requirement pursuant to one of the spending exceptions set forth in Section 1.148-7 of the Regulations and no “gross proceeds” of the Bonds (other than amounts constituting a “bona fide debt service fund”) arise during or after the expenditure of the original proceeds thereof.

8.04.  Qualified Tax?Exempt Obligations.  The Board hereby designates the Bonds as “qualified tax?exempt obligations” for purposes of Section 265(b)(3) of the Code relating to the disallowance of interest expense for financial institutions, and hereby finds that the reasonably anticipated amount of tax-exempt obligations which are not private activity bonds (not treating qualified 501(c)(3) bonds under Section 145 of the Code as private activity bonds for the purpose of this representation) and are not excluded from this calculation by Section 265(b)(3)(C)(ii) of the Code which will be issued by the County and all subordinate entities during calendar year 2012 does not exceed $10,000,000.

8.05.  Continuing Disclosure. (a)  Purpose and Beneficiaries.  To provide for the public availability of certain information relating to the Bonds and the security therefor and to permit the Purchaser and other participating underwriters in the primary offering of the Bonds to comply with amendments to Rule 15c2-12 promulgated by the SEC under the Securities Exchange Act of 1934 (17 C.F.R. § 240.15c2-12), relating to continuing disclosure (as in effect and interpreted from time to time, the Rule), which will enhance the marketability of the Bonds, the County hereby makes the following covenants and agreements for the benefit of the Owners (as hereinafter defined) from time to time of the outstanding Bonds.  The County is the only obligated person in respect of the Bonds within the meaning of the Rule for purposes of identifying the entities in respect of which continuing disclosure must be made.  If the County fails to comply with any provisions of this section, any person aggrieved thereby, including the Owners of any outstanding Bonds, may take whatever action at law or in equity may appear necessary or appropriate to enforce performance and observance of any agreement or covenant contained in this section, including an action for a writ of mandamus or specific performance.  Direct, indirect, consequential and punitive damages shall not be recoverable for any default hereunder to the extent permitted by law.  Notwithstanding anything to the contrary contained herein, in no event shall a default under this section constitute a default under the Bonds or under any other provision of this resolution.  As used in this section, Owner or Bondowner means, in respect of a Bond, the registered owner or owners thereof appearing in the bond register maintained by the Registrar or any Beneficial Owner (as hereinafter defined) thereof, if such Beneficial Owner provides to the Registrar evidence of such beneficial ownership in form and substance reasonably satisfactory to the Registrar.  As used herein, Beneficial Owner means, in respect of a Bond, any person or entity which (a) has the power, directly or indirectly, to vote or consent with respect to, or to dispose of ownership of, such Bond (including persons or entities holding Bonds through nominees, depositories or other intermediaries), or (b) is treated as the owner of the Bond for federal income tax purposes. 

(b)           Information To Be Disclosed.  The County will provide, in the manner set forth in subsection (c) hereof, either directly or indirectly through an agent designated by the County, the following information at the following times:

(1)                 on or before twelve (12) months after the end of each fiscal year of the County, commencing with the fiscal year ending December 31, 2017, the following financial information and operating data in respect of the County (the Disclosure Information):

(A)          the audited financial statements of the County for such fiscal year, prepared in accordance with the governmental accounting standards promulgated by the Governmental Accounting Standards Board or as otherwise provided under Minnesota law, as in effect from time to time, or, if and to the extent such financial statements have not been prepared in accordance with such generally accepted accounting principles for reasons beyond the reasonable control of the County, noting the discrepancies therefrom and the effect thereof, and certified as to accuracy and completeness in all material respects by the fiscal officer of the County; and

(B)          to the extent not included in the financial statements referred to in paragraph (A) hereof, the information for such fiscal year or for the period most recently available of the type contained in the Official Statement under the headings:  “County Property Values,” “County Indebtedness” and “County Tax Rates, Levies and Collections” which information may be unaudited.  

Notwithstanding the foregoing paragraph, if the audited financial statements are not available by the date specified, the County shall provide on or before such date unaudited financial statements and, within 10 days after the receipt thereof, the County shall provide the audited financial statements.  Any or all of the Disclosure Information may be incorporated by reference, if it is updated as required hereby, from other documents, including official statements, which have been submitted to the Municipal Securities Rulemaking Board (the MSRB) through its Electronic Municipal Market Access System (EMMA) or the SEC.  The County shall clearly identify in the Disclosure Information each document so incorporated by reference.  If any part of the Disclosure Information can no longer be generated because the operations of the County have materially changed or been discontinued, such Disclosure Information need no longer be provided if the County includes in the Disclosure Information a statement to such effect; provided, however, if such operations have been replaced by other County operations in respect of which data is not included in the Disclosure Information and the County determines that certain specified data regarding such replacement operations would be a Material Fact (as defined in paragraph (2) hereof), then, from and after such determination, the Disclosure Information shall include such additional specified data regarding the replacement operations.  If the Disclosure Information is changed or this section is amended as permitted by this paragraph (b)(1) or subsection (d), then the County shall include in the next Disclosure Information to be delivered hereunder, to the extent necessary, an explanation of the reasons for the amendment and the effect of any change in the type of financial information or operating data provided.

(2)           In a timely manner, not in excess of 10 business days after the occurrence of the event, to the MSRB through EMMA, notice of the occurrence of any of the following events (each a “Material Fact,” as hereinafter defined):

(A)          principal and interest payment delinquencies;

(B)          non-payment related defaults, if material;

(C)          unscheduled draws on debt service reserves reflecting financial difficulties;

(D)          unscheduled draws on credit enhancements reflecting financial difficulties;

(E)           substitution of credit or liquidity providers, or their failure to perform;

(F)           adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB), or other material notices or determinations with respect to the tax status of the Bonds or other material events affecting the tax status of the Bonds;

(G)          modifications to rights of Bond holders, if material;

(H)          Bond calls, if material and tender offers;

(I)            defeasances;       

(J)            release, substitution, or sale of property securing repayment of the Bonds if material;

(K)          rating changes;

(L)           bankruptcy, insolvency, receivership, or similar event of the obligated person;

(M)         the consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; and

(N)          appointment of a successor or additional trustee or the change of name of a trustee, if material.

As used herein, for those events that must be reported if material, an event is material if a substantial likelihood exists that a reasonably prudent investor would attach importance thereto in deciding to buy, hold or sell a Bond or, if not disclosed, would significantly alter the total information otherwise available to an investor from the Official Statement, information disclosed hereunder or information generally available to the public.  Notwithstanding the foregoing sentence, an event is also material if it would be deemed material for purposes of the purchase, holding or sale of a Bond within the meaning of applicable federal securities laws, as interpreted at the time of discovery of the occurrence of the event.

For the purposes of the event identified in (L) hereinabove, the event is considered to occur when any of the following occur:  the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and officials or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person.

(3)           In a timely manner, to the MSRB through EMMA, notice of the occurrence of any of the following events or conditions:

(A)          the failure of the County to provide the Disclosure Information required under paragraph (b)(1) at the time specified thereunder;

(B)          the amendment or supplementing of this section pursuant to subsection (d), together with a copy of such amendment or supplement and any explanation provided by the County under subsection (d)(2);

(C)          the termination of the obligations of the County under this section pursuant to subsection (d);

(D)          any change in the accounting principles pursuant to which the financial statements constituting a portion of the Disclosure Information are prepared; and

(E)           any change in the fiscal year of the County.

(c)           Manner of Disclosure. 

(1)           The County agrees to make available to the MSRB through EMMA, in an electronic format as prescribed by the MSRB, the information described in subsection (b). 

All documents provided to the MSRB pursuant to this subsection (c) shall be accompanied by identifying information as prescribed by the MSRB from time to time.

(d)           Term; Amendments; Interpretation. 

(1)                 The covenants of the County in this section shall remain in effect so long as any Bonds are outstanding.  Notwithstanding the preceding sentence, however, the obligations of the County under this section shall terminate and be without further effect as of any date on which the County delivers to the Registrar an opinion of Bond Counsel to the effect that, because of legislative action or final judicial or administrative actions or proceedings, the failure of the County to comply with the requirements of this section will not cause participating underwriters in the primary offering of the Bonds to be in violation of the Rule or other applicable requirements of the Securities Exchange Act of 1934, as amended, or any statutes or laws successory thereto or amendatory thereof.

(2)                 This section (and the form and requirements of the Disclosure Information) may be amended or supplemented by the County from time to time, without notice to (except as provided in paragraph (c)(2) hereof) or the consent of the Owners of any Bonds, by a resolution of this Board filed in the office of the recording officer of the County accompanied by an opinion of Bond Counsel, who may rely on certificates of the County and others and the opinion may be subject to customary qualifications, to the effect that: (i) such amendment or supplement (a) is made in connection with a change in circumstances that arises from a change in law or regulation or a change in the identity, nature or status of the County or the type of operations conducted by the County, or (b) is required by, or better complies with, the provisions of paragraph (b)(5) of the Rule; (ii) this section as so amended or supplemented would have complied with the requirements of paragraph (b)(5) of the Rule at the time of the primary offering of the Bonds, giving effect to any change in circumstances applicable under clause (i)(a) and assuming that the Rule as in effect and interpreted at the time of the amendment or supplement was in effect at the time of the primary offering; and (iii) such amendment or supplement does not materially impair the interests of the Bondowners under the Rule.

If the Disclosure Information is so amended, the County agrees to provide, contemporaneously with the effectiveness of such amendment, an explanation of the reasons for the amendment and the effect, if any, of the change in the type of financial information or operating data being provided hereunder. 

(3)                 This section is entered into to comply with the continuing disclosure provisions of the Rule and should be construed so as to satisfy the requirements of paragraph (b)(5) of the Rule.

SECTION 9.  CERTIFICATION OF PROCEEDINGS.

9.01.  Registration and Levy of Taxes.  The County Administrator is hereby authorized and directed to file a certified copy of this resolution in the records of the County, together with such additional information as required, and to issue a certificate that the Bonds have been duly entered upon the County Auditor’s bond register and the tax required by law has been levied.

9.02.  Certification of Records.  The officers of the County are hereby authorized and directed to prepare and furnish to the Purchaser and to Dorsey & Whitney LLP, Bond Counsel, certified copies of all proceedings and records of the County relating to the Bonds and to the financial condition and affairs of the County, 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 they 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 County to the facts recited herein.

9.03.  Official Statement.  The Preliminary Official Statement relating to the Bonds prepared and distributed by Springsted Incorporated is hereby approved. Springsted Incorporated is hereby authorized on behalf of the County, to prepare and distribute to the Purchaser within seven business days from the date hereof, a supplement to the Official Statement listing the offering price, the interest rates, selling compensation, delivery date, the underwriters and such other information relating to the Bonds required to be included in the Official Statement by Rule l5c2-12 adopted by the Securities and Exchange Commission under the Securities Exchange Act of 1934.  The officers of the County are hereby authorized and directed to execute such certificates as may be appropriate concerning the accuracy, completeness and sufficiency of the Official Statement.

Adopted Unanimously

SPRINGER-HALL

Resolution Number: 2017-214

Denial of Kirk & Kate Bremer Conditional Use Permit Application

Whereas, On September 13, 2017 an application was submitted by Kirk and Kate Bremer for a Conditional Use Permit to allow for the operation of a dog boarding/daycare facility on parcel 08.00026.06 located in Section 8, Township 111 North, Range 12 West, Town of Lake (30460 Miller’s Creek Court); and

Whereas, The Wabasha County Planning Commission conducted a public hearing on October 23, 2017 to provide an opportunity for the public to present any testimony related to the request; and

Whereas, The Wabasha County Planning Commission discussed the matter after the public hearing and with a vote of 5-0 recommends to the Wabasha County Board of Commissioners that the request be denied.

Now Therefore Be It Resolved, the Wabasha County Board of Commissioners denies the Conditional Use Permit application submitted by Kirk and Kate Bremer for a dog boarding/daycare facility based upon the reasons as follows:

1.       The conditional use will be injurious to the use or enjoyment of other properties in the immediate vicinity and will substantially diminish or impair property values in the vicinity.

2.       The applicant has not and/or will not provide adequate measures to prevent or control offensive odor, fumes, dust, noise, vibration, or light which constitute a nuisance or disturbance to the neighbors.

Adopted Unanimously

SPRINGER-HALL

Resolution Number: 2017-215

Eggenberger Conditional Use Permit

Whereas, On October 10, 2017 an application was submitted by Michael Eggenberger for a Conditional Use Permit to allow for a dog training business on parcel 08.00265.00 located in Section 8, Township 111 North, Range 12 West, Town of Lake (30525 Miller’s Creek Court); and

Whereas, The Wabasha County Planning Commission conducted a public hearing on October 23, 2017 to provide an opportunity for the public to present any testimony related to the request; and

Whereas, The Wabasha County Planning Commission discussed the matter after the public hearing and with a vote of 5-0 recommends to the Wabasha County Board of Commissioners that the request be approved with five conditions.

Now Therefore Be It Resolved, the Wabasha County Board of Commissioners approves the Conditional Use Permit for Michael Eggenberger with the conditions as follows:

1.       The conditional use permit to operate a dog training business for the described property in the application shall only be valid for Michael Eggenberger and shall not be transferable to any other individual.

2.       The applicant shall abide by all representations and commitments made during the permitting process as well as before the Planning Commission, in accordance with all conditions to the conditional use permit, taken as a whole, as approved by the Planning Commission and the County Board.

3.       The number of dogs allowed to be boarded overnight as part of the training business shall be limited to three.  The number of dogs that are participants in scheduled daytime training events shall be limited to six.  Nuisance standards found in Chapter 9.02 of the Wabasha County Zoning Ordinance shall still apply.

4.        The applicants shall meet sanitary requirements for the collection of dog waste and wastewater.

5.       The applicants shall comply with all relevant regulations and standards of Wabasha County and the State of Minnesota.

Adopted Unanimously

By consensus the board delegated organizational restructuring and personnel decision making to the County Administrator.

SPRINGER-GOIHL

Motion to Recess to Wabasha County 4-H Award Banquet, November 19, 2017 at 6:00pm, American Legion in Millville, MN

Adopted Unanimously

Agenda for this meeting

Video 1 of 1 (Direct)

 

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