RES 12-11•
Extract of Minutes of Meeting
of the City Council of the City of
Elk River, Sherburne County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Elk River, Minnesota, was duly held in the City Hall in said City on Tuesday, February 21,
2012, commencing at 6:30 P.M.
The following members were present: Mayor John J. Dietz, Council members Zerwas,
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Gumphrey, Westgaard and Motin
and the following were absent: None
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The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City's $6,975,000 General Obligation Capital
Improvement Plan Bonds, Series 2012A.
The City Clerk presented a tabulation of the proposals that have been received in the
manner specified in the Terms of Proposal for the Bonds. The proposals are as set forth in
Exhibit A attached.
After due consideration of the proposal, Member Westgaard then introduced the
following resolution, and moved its adoption:
RESOLUTION NO. 12-11
A RESOLUTION AWARDING THE SALE OF $6,975,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2012A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING TRIER EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
398211v3 JSB EL185-15
BE IT RESOLVED By the City Council of the City of Elk River, Sherburne County, •
Minnesota (the "City") as follows:
Section 1. Background.
1.01. Statutory Authorization. The City is authorized by Minnesota Statutes, Section
475.521 (the "Act") to finance certain capital improvements under an approved capital
improvement plan by the issuance of general obligation bonds of the City payable from ad
valorem taxes. Capital improvements include acquisition or betterment of public lands,
buildings or other improvements for the purpose of a city hall, library, public safety facility and
public works facilities (excluding light rail transit or any activity related to it, or a park, road,
bridge, administrative building other than a city hall, or land for any of those activities).
1.02. Capital Improvement Plan Authorizing Issuance of Bonds. On January 17, 2012
the City held a public hearing regarding a five year capital improvement plan (the "Plan"), and
regarding issuance of bonds in the maximum principal amount of $6,975,000 to finance planned
capital improvements, all in accordance with the Act. The Plan authorizes issuance of bonds to
pay the cost of certain capital improvements identified in the capital improvement plan,
including but not limited to the acquisition and construction of a public works facility (the
"Improvement").
1.03. No Petition for a Referendum Received. The City Council has determined that, •
within 30 days after the hearing, no petition for a referendum on issuance of bonds pursuant to
the Plan was received by the City in accordance with the Act.
1.04. Estimated Total Cost of Capital Improvement. The City estimates that the total
cost of the Improvement is approximately $9,500,000, including capitalized interest, costs of
issuance and bond discount.
1.05. Determinations of the City in Compliance with the Act. As required by the Act,
the City has determined that:
(i) the expected useful life of the Improvement will be at least five years; and
(ii) the amount of principal and interest due in any year on all outstanding bonds
issued by the City under the Act, including the Bonds, is less than .16% of the taxable market
value of property in the City for taxes payable in 2012.
1.06. Issuance of the Bonds. It is necessary and expedient to the sound financial
management of the affairs of the City to issue its $6,975,000 General Obligation- Capital
Improvement Plan Bonds, Series 2012A (the "Bonds") pursuant to the Act to provide financing
for the Improvement.
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• Section 2. Sale of Bonds.
2.01. Award to the Purchaser and Interest Rates. The proposal of Morgan Keegan
(the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof
is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal
being to purchase the Bonds at a price of $7,020,412.80 plus accrued interest to date of delivery,
for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2014 1.00% 2024 2.00%
2015 1.00 2025 2.00
2016 1.50 2026 2.25
2017 2.00 2027 2.25
2018 2.00 2028 2.375
2019 2.00 2029 2.50
2020 2.00 2030 2.50
2021 2.00 2031 2.50
2022 2.00 2032 2.50
2023 2.00 2033 2.50
2.02. Purchase Contract. The sum of $69,750 being the amount proposed by the
Purchaser in excess of $6,905,250 shall be credited to the Debt Service Fund hereinafter created
or deposited in the Construction Fund under Section 5.01 hereof, as determined by the City's
financial advisor and the City Finance Director. The City Finance Director is directed to retain
the good faith check of the Purchaser, pending completion of the sale of the Bonds, and to return
the good faith checks of the unsuccessful proposers. The Mayor and City Finance Director are
directed to execute a contract with the Purchaser on behalf of the City.
2.03. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell
the Bonds pursuant to the (the "Act") to the Purchaser in the total principal amount of
$6,975,000. The Bonds will be originally dated as of March 15, 2012 in the denomination of
$5,000 each or any integral multiple thereof, numbered No. R-1 upward, bearing interest as
above set forth and maturing serially on February 1 in the years and amounts as follows:
Year Amount Year Amount
2014 $290,000 2024 $350,000
2015 295,000 2025 355,000
2016 300,000 2026 360,000
2017 305,000 2027 370,000
2018 310,000 2028 380,000
2019 315,000 2029 385,000
2020 320,000 2030 395,000
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2021 325,000 2031 405,000
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2022 335,000 2032 415,000 •
2023 340,000 2033 425,000
As may be requested by the Purchaser, one or more term Bonds may be issued having mandatory
sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
2.04. Optional Redem tp ion. The City may elect on February 1, 2021, and on any day
thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in
part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine
by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 3. Registration and Pa.~ment.
3.01. Registered Form. The Bond will be issued only in fully registered form. The
interest thereon and, upon surrender of the Bond, the principal amount thereof, is payable by
check or draft issued by the Registrar described herein. •
3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid
or made available for payment, unless (i) the date of authentication is an interest payment date
to which interest has been paid or made available for payment, in which case the Bond will be
dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest
payment date, in which case the Bond will be dated as of the date of original issue. The interest
on the Bond is payable on February 1 and August 1 of each year, commencing
February 1, 2013, to the registered owners of record thereof as of the close of business on the
15th day of the immediately preceding month, whether or not that day is a business day.
3.03. Registration. The City will appoint a bond registrar, transfer agent, authenticating
agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of
the City and the Registrar with respect thereto are as follows:
(a) Re ister. The Registrar must keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of the
Bond and the registration of transfers of the Bond entitled to be registered or transferred.
(b) Transfer of Bond. Upon surrender for transfer of the 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 will •
398211v3 JSB EL185-15 4
• authenticate and deliver, in the name of the designated transferee or transferees, a new
Bond of a like principal amount and maturity, as requested by the transferor. The
Registrar may, however, close the books for registration of any transfer after the 15th day
of the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. When Bonds are surrendered by the registered owner
for exchange the Registrar will 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. The Bond surrendered upon transfer will be promptly
cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will 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 City and the Registrar may treat the person
in whose name the Bond is registered in the bond register as the absolute owner of the
Bond, whether the Bond is 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
payments so made to registered owner or upon the owner's order will be valid and
effectual to satisfy and discharge the liability upon the Bond to the extent of the sum or
sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the
owner thereof for a transfer of the Bond, sufficient to reimburse the Registrar for any tax,
fee or other governmental charge required to be paid with respect to the transfer.
(h) Mutilated, Lost, Stolen or Destroyed Bond. If the Bond becomes
mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Bond of like
amount, number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Bond or in lieu of and in substitution for a 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 and as provided by
law, in which both the City and the Registrar must be named as obligees. The Bond so
surrendered to the Registrar will be cancelled by the Registrar and evidence of such
cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond
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398211v3 JSB EL185-IS 5
has already matured or been called for redemption in accordance with its terms it is not •
necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
notice thereof identifying the Bonds to be redeemed will be given by the Registrar by
mailing a copy of the redemption notice by first class mail (postage prepaid) to the
registered owner of each Bond to be redeemed at the address shown on the registration
books kept by the Registrar and by publishing the notice if required by law. Failure to
give notice by publication or by mail to any registered owner, or any defect therein, will
not affect the validity of the proceedings for the redemption of Bonds. Bonds so called
for redemption will cease to bear interest after the specified redemption date, provided
that the funds for the redemption are on deposit with the place of payment at that time.
3.04. Appointment of Initial Re lg'strar. The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator
are authorized to execute and deliver, on behalf of the City, 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, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which
event the predecessor Registrar must deliver all cash and Bonds in its possession to the successor
Registrar and must deliver the bond register to the successor Registrar. On or before each •
principal or interest due date, without further order of this Council, the Finance Director must
transmit to the Registrar monies sufficient for the payment of all principal and interest then due.
3.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the City Administrator and executed on behalf of the City by the signatures of the
Mayor and the City Administrator, provided that those signatures may be printed, engraved or
lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Bonds ceases to be such officer before the delivery of a Bond, that
signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the
officer had remained in office until delivery. Notwithstanding such execution, a Bond will not
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 a Bond is conclusive evidence that it has been authenticated and delivered
under this Resolution. When the Bonds have been so prepared, executed and authenticated, the
City Administrator will deliver the same to the Purchaser upon payment of the purchase price in
accordance with the contract of sale heretofore made and executed, and the Purchaser is not
obligated to see to the application of the purchase price.
3.06. Temporary Bond. The City may elect to deliver in lieu of a printed definitive
Bond a typewritten temporary Bond in substantially the form -set forth in Section 3 with such •
398211v3 JSB EL185-15 6
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changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon
the execution and delivery of the definitive Bond the temporary Bond will be exchanged therefor
and cancelled.
Section 4. Form of Bond.
4.01. Execution of the Bonds. The Bond will be printed or typewritten in substantially
the following form:
No. R-
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN BOND, SERIES 2012A
Date of
Rate Maturity Original Issue CUSIP
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February 1, 20_ March 15, 2012
Registered Owner: Cede & Co.
The City of Elk River, Minnesota, a duly organized and existing municipal corporation in
Sherburne County, Minnesota (the "City"), acknowledges itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above, or registered assigns,
the principal sum of $ on the maturity date specified above, payable February 1 and
August 1 in each year, commencing February 1, 2013, to the person in whose name this Bond is
registered at the close of business on the fifteenth day (whether or not a business day) of the
immediately preceding month. The interest hereon and, upon presentation and surrender hereof,
the principal hereof are payable in lawful money of the United States of America by check or
draft by U.S. Bank National Association, St. Paul, Minnesota, as Bond Registrar, Paying Agent,
Transfer Agent and Authenticating Agent, or its designated successor under the Resolution
described herein. For the prompt and full payment of such principal and interest as the same
respectively become due, the full faith and credit and taxing powers of the City have been and
axe hereby irrevocably pledged.
The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due
on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option
of the City and in such manner as the City will determine. If less than all Bonds of a maturity are
called for redemption, the City will notify DTC of the particular amount of such maturity to be
prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to
398211v3 JSB EL185-15 '~
be redeemed and each participant will then select by lot the beneficial ownership interests in •
such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest.
The City Council has designated the issue of this Bond as a "qualified tax exempt
obligation" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as
amended (the "Code") relating to disallowance of interest expense for financial institutions and
within the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $6,975,000 all of like
original issue date and tenor, except as to number, maturity date, redemption privilege, and
interest rate, all issued pursuant to a resolution adopted by the City Council on February 21, 2012
(the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be
incurred in making certain capital improvements, pursuant to -and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, section 475.521,
and the principal hereof and interest hereon are payable from ad valorem taxes as set forth in the
Resolution to which reference is made for a full statement of rights and powers thereby
conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond
and the City Council has obligated itself to levy additional ad valorem taxes on all taxable
property in the City in the event of any deficiency in taxes pledged, which taxes may be levied
without limitation as to rate or amount. The Bonds of this series are issued only as fully
registered Bonds in the denominations of $5,000 or any integral multiple thereof of single
maturities. •
As provided m the Resolution and subject to certain limrtatlons set forth therein, this
Bond is transferable upon the books of the City at the principal office of the Registrar, by the
registered owner hereof in person or by the owner's attorney duly authorized in writing, upon
surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly
executed by the registered owner or the owner's attorney. Upon such transfer the City will cause
a new Bond to be issued in the name of the transferee or registered owner, of the same principal
amount, bearing interest at the same rate and maturing on the same date, subject to
reimbursement for any tax, fee or governmental charge required to be paid with respect to such
transfer.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be
affected by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota, to be
done, to exist, to happen and to be performed preliminary 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, do exist, have happened and have been performed as so required, and that the
issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or
statutory limitation of indebtedness. •
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This Bond is not valid or obligatory for any purpose or entitled to any security or benefit
under the Resolution until the Certificate of Authentication hereon has been executed by the
Registrar by manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by its
City Council, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the Mayor and City Administrator and has caused this Bond. to be dated as of the
date set forth below.
Dated:
CITY OF ELK RIVER, MINNESOTA
(Facsimile) (Facsimile)
City Administrator Mayor
• CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
u
By
398211v3 JSB EL185-15 9
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The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants UNIF GIFT MIN ACT Custodian
in common (Gust) (Minor)
TEN ENT -- as tenants under Uniform Gifts or
by entireties Transfers to Minors
JT TEN -- as joint tenants with
right of survivorship and Act . ... .. .. .
not as tenants in common (State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT •
For value received, the undersigned hereby sells, assigns and transfers unto
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 of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program
("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other
such "signature guarantee program" as may be determined by the Registrar in addition to, or in
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• substitution for, STEMP, SEMP or MSP, all in accordance with the Securities Exchange Act of
1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
Please insert social security or other
identifying number of assignee
PROVISIONS AS TO REGISTRATION
(Include information for all joint owners if this
Bond is held by joint account.)
• The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Date of Registration
Registered Owner
Signature of
Officer of Re isg tray
4.02. Approving Le ag 1 Opinion. The City Administrator is directed to obtain a copy of
the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis,
Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be
printed on or accompany the Bond.
Section 5. Payment; Security; Pledges and Covenants.
5.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2012A Debt Service Fund (the "Debt Service Fund") hereby
created, and the proceeds of the ad valorem taxes hereinafter levied are hereby pledged to the Debt
Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not
sufficient money in the Debt Service Fund to pay the same, the City Finance Director will pay such
• principal or interest from the general fund of the City, and the general fund will be reimbursed for
Cede & Co.
Federal ID #13-2555119
398211v3 JSB EL185-15 11
those advances out of the proceeds of the taxes levied by this resolution, when collected. There is •
appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any,
(ii) any amount over the minimum purchase price paid by the Purchaser, to the extent designated for
deposit in the Debt Service Fund in accordance with Section 2.02; (iii) the accrued interest, if any,
paid by the Purchaser upon closing and delivery of the Bonds; and (iv) any other funds appropriated
for the payment of principal or interest on the Bonds.
(b) Construction Fund. The proceeds of the Bonds, less the appropriations made in
paragraph (a), together with any other funds appropriated for the Improvement and Taxes collected
during the construction of the Improvement will be deposited in a separate construction fund (which
may contain separate accounts for each Improvement) (the "Construction Fund") to be used solely
to defray expenses of the Improvement and the payment of principal and interest on the Bonds prior
to the completion and payment of all costs of the Improvement. Any balance remaining in the
Construction Fund after completion of the Improvement may be used to pay the cost in whole or in
part of any other capital improvement instituted under the Act. When the Improvement is
completed and the cost thereof paid, the Construction Fund is to be closed and subsequent
collections of Taxes for the Improvement are to be deposited in the Debt Service Fund.
5.02. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in
the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the
City. The tax will be credited to the Debt Service Fund above provided and is in the years and •
amounts as follows (year stated being year of collection):
Year L~
(See Exhibit B)
5.03. Certification to County Auditor as to Debt Service Fund Amount. It is determined
that the estimated collection of the foregoing taxes, will produce at least five percent in excess of the
amount needed to meet when due, the principal and interest payments on the Bonds. The tax levy
herein provided will be irrepealable until the Bond is paid, provided that at the time the City makes
its annual tax levies the City Finance Director may certify to the County Auditor of Sherburne
County the amount available in the Debt Service Fund to pay principal and interest due during the
ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by
the amount so certified.
5.04. County Auditor's Certificate as to Registration. The City Administrator 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 6. Authentication of Transcript.
6.01. City Proceedings and Records. The officers of the City are authorized and directed
to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified copies •
398211v3 JSB EL185-15 12
• of proceedings and records of the City relating to the Bonds and to the financial condition and
affairs of the City, and such other certificates, affidavits and transcripts as may be required to
show the facts within their knowledge or as shown by the books and records in their custody and
under their control, relating to the validity and marketability of the Bonds, and such instruments,
including any heretofore furnished, may be deemed representations of the City as to the facts
stated therein.
6.02. Certification as to Official Statement. The Mayor and City Administrtor are
authorized and directed to certify that they have examined the Official Statement prepared and
circulated in connection with the issuance and 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.
6.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the
amount of Bond proceeds allocable to the payment of issuance expenses to K1einBank,
Minneapolis, Minnesota on the closing date for further distribution as directed by the City's
financial adviser, Ehlers & Associates, Inc.
Section 7. Tax Covenant.
7.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bond 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 Bond to become subject to taxation
under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury
Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or
cause its officers, employees or agents to take, all affirmative action within its power that maybe
necessary to ensure that such interest will not become subject to taxation under the Code and
applicable Treasury Regulations, as presently existing or as hereafter amended and made
applicable to the Bond.
7.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bond under
Section 103 of the Code, including without limitation requirements relating to temporary periods
for investments, limitations on amounts invested at a yield greater than the yield on the Bonds,
and the rebate of excess investment earnings to the United States.
7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or to cause or permit them or any of them to be used, in such a manner as to cause the
Bonds to be a "private activity bond" within the meaning of Sections 103 and 141 through 150 of
the Code.
7.04. Qualified Tax-Exempt Obli atg ions. In order to qualify the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
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398211v3 JSB EL185-IS 13
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the •
Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt
obligations" for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by
the City (and all subordinate entities of the City) during calendar year 2012 will not
exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during
calendar year 2012 have been designated for purposes of Section 265(b)(3) of the Code.
7.05. Procedural Requirements. The City will use its best efforts to comply with any
federal procedural requirements which may apply in order to effectuate the designations made by
this section.
Section 8. Book-Entry System; Limited Obligation of City.
8.01. DTC. The Bonds will be initially issued in the form of a separate single
typewritten or printed fully registered Bond for each of the maturities set forth in Section 2.03 •
hereof. Upon initial issuance, the ownership of each Bond will be registered in the registration
books kept by the Registrar In the name of Cede & Co., as nominee for The Depository Trust
Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in
this section, all of the outstanding Bonds will be registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC.
8.02. Participants. With respect to Bonds registered in the registration books kept by
the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the
Paying Agent will have no responsibility or obligation to any broker dealers, banks and other
financial institutions from time to time for which DTC holds Bonds as securities depository
(the "Participants") or to any other person on behalf of which a Participant holds an interest in
the Bonds, including but not limited to any responsibility or obligation with respect to (i) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Bonds, (ii) the delivery to any Participant or any other person (other than a
registered owner of Bonds, as shown by the registration books kept by the Registrar,) of any
notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any
Participant or any other person, other than a registered owner of Bonds, of any amount with
respect to principal of, premium, if any, or interest on the Bonds. The City, the Registrar and the
Paying Agent may treat and consider the person in whose name each Bond is registered in the
registration books kept by the Registrar as the holder and absolute owner of such Bond for the
purpose of payment of principal, premium and interest with respect to such Bond, for the
purpose of registering transfers with respect to such Bonds, and for all other purposes. The
Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on •
398211v3 JSB EL185-15 14
• the order of the respective registered owners, as shown in the registration books kept by the
Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the
City's obligations with respect to payment of principal of, premium, if any, or interest on the
Bonds. to the extent of the sum or sums so paid. No person other than a registered owner of
Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond
evidencing the obligation of this resolution. Upon delivery by DTC to the City Finance Director
of a written notice to the effect that DTC has determined to substitute a new nominee in place of
Cede & Co., the words "Cede & Co.," will refer to such new nominee of DTC; and upon receipt
of such a notice, the City Finance Director will promptly deliver a copy of the same to the
Registrar and Paying Agent.
8.03. Representation Letter The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the "Representation Letter") which will govern
payment of principal of, premium, if any, and interest on the Bonds and notices with respect to
the Bonds. Any Paying Agent or Registrar subsequently appointed by the City with respect to
the Bonds will agree to take all action necessary for all representations of the City in the
Representation letter with respect to the Registrar and Paying Agent, respectively, to be
complied with at all times.
8.04. Transfers Outside Book-Entr~ystem. In the event the City, by resolution of the
City Council, determines that it is in the best interests of the persons having beneficial interests
• in the Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon
DTC will notify the Participants, of the availability through DTC of Bond certificates. In such
event the City will Issue, transfer and exchange Bond certificates as requested by DTC and any
other registered owners in accordance with the provisions of this Resolution. DTC may
determine to discontinue providing its services with respect to the Bonds at any time by giving
notice to the City and discharging its responsibilities with respect thereto under applicable law.
In such event, if no successor securities depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC,
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 9. Continuing Disclosure.
9.01. Cit~pliance with Provisions of Continuins? Disclosure Certificate. The City
hereby covenants and agrees that it will comply with and carry out all of the provisions of the
Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure
of the City to comply with the Continuing Disclosure Certificate will not be considered an event of
default with respect to the Bonds; however, any Bondholder may take such actions as may be
•
398211v3 JSB EL185-15 15
necessary and appropriate, including seeking mandate or specific performance by court order, to •
cause the City to comply ~~-ith its obligations under this section.
9.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and the City
Administrator and dated the date of issuance and delivery of the Bonds; as originally executed and
as it may be amended from time to time in accordance t~~ith the terms thereof.
Section 10. Defeasance.
10.01. Pledges. Covenants, and Other Rights to Cease. When all Bonds and all interest
thereon, have been discharged as provided in this section, all pledges, covenants and other rights
granted by this resolution to the holders of the Bonds will cease, except that the pledge of the full
faith and credit of the City for the prompt and full payment of the principal of and interest on the
Bonds will remain in full force and effect. The City may discharge all 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. 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 v~~ith interest accrued to the date of
such deposit.
The motion for the adoption of the foregoing resolution was duly seconded by Member •
Motin, and upon vote being taken thereon, the following voted in favor thereof: Mayor Dietz,
Council members Zerwas, Gumphrey, Westgaard, and Motin
and the following voted against the same: None
whereupon said resolution was declared duly passed and adopted this 21St day of February, 2012.
~ ~~
John J. Dietz, Mayor
ATTEST:
.,~~~
Tina Allard, City Clerk •
398211v3 JSB EL185-15 16
EXHIBIT A
PROPOSALS
• BID TABULATION
$7,300,000* General Obligation Capital Improvement Plan Bonds, Series 2012A
CITY OF ELK RIVER, MINNESOTA
SALE: February 21, 2012
AWARD: MORGAN KEEGAN
•
RATING: Standard & Poor's Credit Markets "AA+° BBI: 3.65%
NET .TRUE
NAME OF 81DDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
MORGAN KEEGAN
Memphis, Tennessee
2014 1.000°/a 0.450%
2015 1.000°!0 0.550°l0
2016 1.500°Jo 0.600%
2017 2.000°l0 0.700%
2018 2.000% 1.000%
2019 2.000% 1250%
2020 2.000% 1.500%
2021 2.000% 1.600°!0
2022 2.000% 1.700%
2023 2.000% 1.750%
2024 2.000% 1.800%
2025 2.000% 1.900%
2026 2250% 2.000%
2027 2.250% 2.100%
2028 2.375% 2.250%
2029 2.500°l0 2.350%
2030 2.500% 2.550%
2031 2.500% 2.650%
2032 2.500°!0 2.750%
2033 2.500% 2.850%
$7,337,256.95 X2,014,654.16 2.2129%
`Subsequent to bid opening the issue size was decreased to $6,975,000.
Adjusted Price - $7,020,412.80 Adjusted Net Interest Cost - $1,856,100.81
EHL~RS
'~+~` LEADERS tN PU641C FINANCE
Adjusted TIC - 2.1852°l0
www.~hl~rs-~nc.c~m
Minnesota
01~(~S a13Q ft1 Vi~SCOn3tn and IIGn~s
phone 651-697-8500 3060 Centre Pointe Drina
fax fi51-697-8555. Rosevi-la, MN 55113-1122
398211v3 JSB EL185-15 A-1
$7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
City of Elk River, Minnesota
Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
{February 1) YIELD COST RATE
PIPER JAFFRAY & CO. 2014 2.000%
Minneapolis, Minnesota 2015 2.000%
2016 2.000%
2017 2.000%
2018 2.000%
2019 2.000%
2020 2.000%
2021 2.000%
2022 2.000°!0
2023 2.000%
2024 2.000%
2025 2.000%
2026 2.125%
2027 2.250%
2028 2.300%
2029 2.500%
2030 2.625%
2031 2.750%
2032 2.750%
2033 2.875%
BAIRD 2014 2.000%
Milwaukee, Wisconsin 2015 2.000%
2016 2.000%
2017 2.000°10
2018 2.000%
2019 2.000%
2020 2.000%
2021 .2.000%
2022 2.000%
2023 2.000%
2024 2.000°l0
2025 2.050%
2026 2.100%
2027 2.200%
2028 2.350%
2029 2.450%
2030 2.550%
2031 2.650%
2032 2.750°/a
2033 2.850%
57,385,182.30 82,067,696.95 2.2593%
$7,365,370.20 82,068,298.72 2.2647%
•
•
398211v3 JSB EL185-15 A_2
$7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
City of Elk River, Minnesota
Page 3
NAME OF BIDDER MATURITY RATE REOFFERING
(February 1) YIELD
NET TRUE
PRICE INTEREST INTEREST
COST RATE
FTN FINANCIAL CAPITAL MARKETS
Memphis, Tennessee
•
u
RAYMOND JAMES & ASSOCIATES, INC.
Memphis, Tennessee
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
1.000°Io
1.000%
1.000%
1.000%
1.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.250°Jo
2.250%
2.250%
2.500%
2.500%
2.550%
2.650%
2.750°l0
2.$50%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.125°l0
2.250%
2.375%
2.500%
2.500%
2.625%
2.750%
2.875%
57,328,712.80 52,080,946.31 2.2785%
57,344,858.50 52,092,333.65 2.2952%
398211v3 JSB EL185-15 A_3
$7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A
City of Elk River, Minnesota
Page 4
NAME OF BIDDER
MATURITY RATE
(February 1)
NET TRUE
REOFFERING PRICE INTEREST INTEREST
YIELD COST RATE
BOSC, INC., A SUBSIDIARY OF BOK
FINANCIAL CORPORATION
Menomonee Falls, Wisconsin
JANNEY MONTGOMERY SCOTT LLC
New York, New York
BMO CAPITAL MARKETS GKST WC.
Chicago, Illinois
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2014
2015
2016
2017
2018
2019
2020
2021
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000°10
2.000°l0
2.250%
2.250%
2.500%
2.500%
2.750°l0
2.750%
3.500%
3.500%
3.500%
2.000%
2.000%
2.000%
2.000%
2.000°Jo
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000°!0
2.000%
2.125°l0
3.000%
3.000%
3.000%
3.000°l0
3.000%
3.000°l0
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2.000%
2A00%
2.000°10
2.000%
2.000%
2.250%
2.375%
2.500%
2.500%
2.750°10
2.750°l0
2.875%
2.875%
$7,569,904.95 $2,155,171.99 2.3052%
$7,417,095.60 $2,189,974.34 2.3803%
$7,281,502.00 $2,219,845.70 2.4469%
•
•
398211v3 JSB EL185-15 A_4
•
YEAR
EXHIBIT B
TAX LEVY SCHEDULE
TAX LEVY
2013 $457,301.25
2014 459,506.,25
2015 461,658.75
2016 462,183.75
2017 461,028.75
2018 459,768.75
2019 458,403.75
2020 456,933.75
2021 460,608.75
2022 458,823.75
2023 462,183.75
2024 460,083.75
2025 457,878.75
2026 459,873.75
2027 461,632.50
2028 457,406.25
• 2029 457,800.00
2030 457,931.25
2031 457,800.00
2032 457,406.25
* Year tax levy collected.
•
398211v3 JSB EL185-15 B-1