RES 13-01 • EXTRACT OF MINUTES OF A MEETING OF THE
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER,
MINNESOTA
HELD: FEBRUARY 4, 2013
Pursuant to due call and notice thereof, a regular or special meeting of the Board of
Commissioners of the Economic Development Authority for the City of Elk River, Sherburne
County, Minnesota, was duly held at the City Hall, in the City of Elk River on February 4, 2013
at 6:00 P.M.
The following members were present: Acting President Pat Dwyer, Paul Motin, Barbara
Burandt, Matt Westgaard
and the following were absent: Dan Tveite and Bryan Provo
Member Motin introduced the following resolution and moved its adoption:
RESOLUTION NO. 13-01
RESOLUTION AUTHORIZING THE ISSUANCE OF GENERAL OBLIGATION
REFUNDING BONDS, SERIES 2013A, PROVIDING FOR THEIR ISSUANCE
• AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the Board of Commissioners of the Economic Development
Authority for the City of Elk River, Minnesota (the "Authority"), has heretofore determined that
it is necessary and expedient to issue its General Obligation Refunding Bonds, Series 2013A to
refund in advance of maturity and at their redemption date the 2018 to 2033 maturities of the
Authority's General Obligation Bonds, Series 2007B, dated November 8, 2007 (the "Refunded
Bonds"), of which $9,225,000 in principal amount is callable on February 1, 2017; and
B. WHEREAS, the City of Elk River, Minnesota (the "City") has, by its Ordinance
No. 12-19, adopted on December 10, 2012 (the "Ordinance") in accordance with Minnesota
Statutes, Section 469.060, consented to the pledge of its full faith, credit and resources to the
payment of the Bonds; and
C. WHEREAS, offers to purchase the Bonds were solicited on behalf of the
Authority by Ehlers and Associates, Inc. ("Ehlers"); and
D. WHEREAS, it is in the best interests of the Authority that the Bonds be issued in
book-entry form as hereinafter provided; and
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority for the City of Elk River, Minnesota, as follows:
Si. Acceptance of Offer. The offer of Raymond James & Associates, Inc. (the
"Purchaser"), to purchase the Bonds in accordance with the terms of proposal, at the rates of
414396v3 JSB EL185-21
interest hereinafter set forth, and to pay therefor the sum of$9,943,055.37, was determined by •
the Pricing Committee in accordance with Resolution No. 12-05, adopted December 10, 2012,
to be a reasonable offer and acceptance of the proposal of the Purchaser is hereby ratified and
confirmed. The Executive Director is directed to retain the deposit of the Purchaser and to
forthwith return to the bidders any good faith checks or drafts.
2. (a) Terms of Bonds; Original Issue Date; Denominations; Maturities; Term
Bond Options. The Bonds shall be dated February 12, 2013, as the date of original issue, shall
be issued forthwith on or after such date in fully registered form, shall be numbered from R-1
upward in the denomination of $5,000 each or in any integral multiple thereof of a single
maturity and shall mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2018 $505,000 2026 $605,000
2019 515,000 2027 615,000
2020 525,000 2028 630,000
2021 540,000 2029 650,000
2022 550,000 2030 675,000
2023 565,000 2031 690,000
2024 575,000 2032 715,000
2025 590,000 2033 740,000
3. Terms of Bonds. •
(a) Title; Original Issue Date; Denominations. The Bonds shall be titled "General
Obligation Refunding Bonds, Series 2013A", shall be dated as of their date of original issuance
and shall be issued forthwith on or after such date as fully registered bonds. The Bonds shall be
numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple
thereof of a single maturity.
(b) Acceptance of Offer. The Board of Commissioners hereto formed a pricing
committee (the "Pricing Committee") to consider proposals, award the sale of the Bonds and
take any other appropriate action with respect to the Bonds and have accepted the offer of the
Purchaser as set forth in a certificate of pricing committee.
(c) Execution of Bond Purchase Agreement. The President and Executive Director
are hereby directed to execute the Bond Purchase Agreement, in substantially the form on file
with the Executive Director, but including final terms of the Bonds determined by the Pricing
Committee. Execution and delivery of the final Bond Purchase Agreement shall constitute
conclusive evidence of the terms of the Bonds determined by the Pricing Committee.
(d) Book Entry Only System. The Depository Trust Company, a limited purpose
trust company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
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• (i) The Bonds shall be initially issued and, so long as they remain in book
entry form only (the "Book Entry Only Period"), shall at all times be in the form of a
separate single fully registered Bond for each maturity of the Bonds; and for purposes of
complying with this requirement under Sections 6 (with respect to redemption) and 11
(with respect to registration, transfer and exchange) Authorized Denominations for any
Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding
principal amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar in the name of CEDE & CO., as the nominee
(it or any nominee of the existing or a successor Depository, the "Nominee").
(iii) With respect to the Bonds neither the Authority nor the Bond Registrar
shall have any responsibility or obligation to any broker, dealer, bank, or any other
financial institution for which the Depository holds Bonds as securities depository (the
"Participant") or the person for which a Participant holds an interest in the Bonds shown
on the books and records of the Participant (the `Beneficial Owner"). Without limiting
the immediately preceding sentence, neither the Authority, nor the Bond Registrar, shall
have any such responsibility or obligation with respect to (A) the accuracy of the records
of the Depository, the Nominee or any Participant with respect to any ownership interest
in the Bonds, or(B) the delivery to any Participant, any Owner or any other person, other
than the Depository, of any notice with respect to the Bonds, including any notice of
redemption, or (C) the payment to any Participant, any Beneficial Owner or any other
• person, other than the Depository, of any amount with respect to the principal of or
premium, if any, or interest on the Bonds, or (D) the consent given or other action taken
by the Depository as the Registered Holder of any Bonds (the"Holder"). For purposes of
securing the vote or consent of any Holder under this Resolution, the Authority may,
however, rely upon an omnibus proxy under which the Depository assigns its consenting
or voting rights to certain Participants to whose accounts the Bonds are credited on the
record date identified in a listing attached to the omnibus proxy.
(iv) The Authority and the Bond Registrar may treat as and deem the
Depository to be the absolute owner of the Bonds for the purpose of payment of the
principal of and premium, if any, and interest on the Bonds, for the purpose of giving
notices of redemption and other matters with respect to the Bonds, for the purpose of
obtaining any consent or other action to be taken by Holders for the purpose of
registering transfers with respect to such Bonds, and for all purposes whatsoever. The
Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any,
and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the
bond register, and all such payments shall be valid and effective to fully satisfy and
discharge the Authority's obligations with respect to the principal of and premium, if any,
and interest on the Bonds to the extent of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
• existing Nominee, and subject to the transfer provisions in Section 11 (with respect to
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registration, transfer and exchange) references to the Nominee hereunder shall refer to •
such new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or Authority, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting
as book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard
procedures or policies referenced therein or applicable thereto respecting the procedures
and other matters relating to the Depository's role as book-entry Depository for the
Bonds, collectively hereinafter referred to as the"Letter of Representations").
(vii) All transfers of beneficial ownership interests in each Bond issued in
book-entry form shall be limited in principal amount to Authorized Denominations and
shall be effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to
the Holders pursuant to this Resolution by the Authority or Bond Registrar with respect
to any consent or other action to be taken by Holders, the Depository shall consider the
date of receipt of notice requesting such consent or other action as the record date for
such consent or other action; provided, that the Authority or the Bond Registrar may •
establish a special record date for such consent or other action. The Authority or the
Bond Registrar shall, to the extent possible, give the Depository notice of such special
record date not less than fifteen calendar days in advance of such special record date.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in Section 6
(with respect to redemption), make a notation of the reduction in principal amount on the
panel provided on the Bond stating the amount so redeemed.
(e) Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the Authority and discharging
its responsibilities with respect thereto under applicable law. The Authority may
terminate the services of the Depository with respect to the Bonds if it determines that the
Depository is no longer able to carry out its functions as securities depository or the
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414396v3 JSB EL185-21
• continuation of the system of book-entry transfers through the Depository is not in the
best interests of the Authority or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the
Authority, is willing and able to assume such functions upon reasonable or customary
terms, or if the Authority determines that it is in the best interests of the Authority or the
Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates
for the Bonds, the Bonds shall no longer be registered as being registered in the bond
register in the name of the Nominee, but may be registered in whatever name or names
the Holder of the Bonds shall designate at that time, in accordance with Section 11 hereof
(with respect to registration, transfer and exchange). To the extent that the Beneficial
Owners are designated as the transferee by the Holders, in accordance with Section 11
(with respect to registration, transfer and exchange), the Bonds will be delivered to the
Beneficial Owners.
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
Section 11 (with respect to registration, transfer and exchange).
(f) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any
such provisions are inconsistent with the other provisions of this resolution, the provisions in the
• Letter of Representations shall control.
4. Purpose. The Bonds shall provide funds to refund the Refunded Bonds.
5. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year commencing August 1, 2013, calculated on the basis of a 360-day year of
twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as
follows:
Maturity Interest Maturity Interest
Year Rate Year Rate
2018 2.00% 2026 2.00%
2019 2.00 2027 2.25
2020 2.00 2028 2.375
2021 2.00 2029 2.50
2022 2.00 2030 2.75
2023 2.00 2031 2.75
2024 2.00 2032 3.00
2025 2.00 2033 3.00
It is hereby found, determined and declared that, in accordance with Minnesota Statutes,
Section 475.67, subdivision 12, the Refunding shall result in a reduction of the present value of
• the dollar amount of the debt service to the Authority. The dollar amount of the present value of
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414396v3 JSB EL185-21
the debt service for the Bonds, calculated as required in Minnesota Statutes, Section 475.67, •
subdivision 12, shall be lower by at least 3% than the dollar amount of such present value of the
debt service for the Refunded Bonds.
6. Optional Redemption. All Bonds of this issue maturing on or after February 1,
2024 shall be subject to redemption and prepayment at the option of the Authority on February
1, 2023, and on any date thereafter at a price of par plus accrued interest. Redemption may be
in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities
and the principal amounts within each maturity to be redeemed shall be determined by the
Authority; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption
date, and interest shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected registered holder of the
Bonds.
To effect a partial redemption of Bonds having a common maturity date, the Bond
Registrar prior to giving notice of redemption shall assign to each Bond having a common
maturity date a distinctive number for each $5,000 of the principal amount of such Bond. The
Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in
its discretion, from the numbers so assigned to such Bonds, as many numbers as, at $5,000 for
each number, shall equal the principal amount of such Bonds to be redeemed. The Bonds to be
redeemed shall be the Bonds to which were assigned numbers so selected; provided, however,
that only so much of the principal amount of each such Bond of a denomination of more than •
$5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If
a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the
Authority or Bond Registrar so requires, a written instrument of transfer in form satisfactory to
the Authority and Bond Registrar duly executed by the holder thereof or his, her or its attorney
duly authorized in writing) and the Authority shall execute (if necessary) and the Bond Registrar
shall authenticate and deliver to the holder of such Bond, without service charge, a new Bond or
Bonds of the same series having the same stated maturity and interest rate and of any Authorized
Denomination or Denominations, as requested by such holder, in aggregate principal amount
equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered.
7. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is
appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond
Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all
pursuant to any contract the Authority and Bond Registrar shall execute which is consistent
herewith. The Bond Registrar shall also serve as paying agent unless and until a successor
paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the
registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond
and Section 13.
8. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form: •
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414396v3 JSB EL185-21
• UNITED STATES OF AMERICA
STATE OF MINNESOTA
SHERBURNE COUNTY
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER
R- $
GENERAL OBLIGATION REFUNDING BOND, SERIES 2013A
Interest Rate Maturity Date Date Of Original Issue CUSIP
February 1, 20_ February 12, 2013 287417 B_
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The Economic Development Authority for the City of Elk River, Sherburne County,
Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to
the registered owner specified above, or registered assigns, in the manner hereinafter set forth,
the principal amount specified above, on the maturity date specified above, unless called for
earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each
year (each, an "Interest Payment Date"), commencing August 1, 2013, at the rate per annum
specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the
principal sum is paid or has been provided for. This Bond will bear interest from the most recent
Interest Payment Date to which interest has been paid or, if no interest has been paid, from the
date of original issue hereof. The principal of and premium, if any, on this Bond are payable
upon presentation and surrender hereof at the office of U.S. Bank National Association in St.
Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent
duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date
by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or
"Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at
the address appearing thereon at the close of business on the fifteenth day of the calendar month
next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so
timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular
Record Date, and shall be payable to the person who is the Holder hereof at the close of business
on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes
available for payment of the defaulted interest. Notice of the Special Record Date shall be given
to Bondholders not less than ten days prior to the Special Record Date. The principal of and
premium, if any, and interest on this Bond are payable in lawful money of the United States of
America. So long as this Bond is registered in the name of the Depository or its Nominee as
provided in the Resolution hereinafter described and as those terms are defined therein, payment
of principal of and interest on this Bond and notice with respect thereto shall be made as
provided in the Letter of Representations, as defined in the Resolution. Bonds may only be
registered in the name of the Depository or its Nominee.
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414396v3 JSB EL185-21
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security unless the Certificate of Authentication hereon shall have been executed by the Bond •
Registrar.
Optional Redemption. All Bonds of this issue maturing on or after February 1, 2024,
both inclusive, are subject to redemption and prepayment at the option of the Issuer on
February 1, 2023, and on any date thereafter at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the
maturities and the principal amounts within each maturity to be redeemed shall be determined by
the Issuer; and if only part of the Bonds having a common maturity date are called for
prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar.
Bonds or portions thereof called for redemption shall be due and payable on the redemption date,
and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of
redemption shall be given to the paying agent and to each affected Holder of the Bonds.
Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption
of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a
common maturity date, a distinctive number for each $5,000 of the principal amount of such
Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall
deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at
$5,000 for each number, shall equal the principal amount of such Bonds to be redeemed. The
Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided,
however, that only so much of the principal amount of such Bond of a denomination of more
than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so •
selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar
(with, if the Issuer or the Bond Registrar so requires, a written instrument of transfer in form
satisfactory to the Issuer and the Bond Registrar duly executed by the Holder thereof or his, her
or its attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the
Bond Registrar shall authenticate and deliver to the Holder of such Bond, without service charge,
a new Bond or Bonds of the same series having the same stated maturity and interest rate and of
any Authorized Denomination or Denominations, as requested by such Holder, in aggregate
principal amount equal to and in exchange for the unredeemed portion of the principal of the
Bond so surrendered.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of$9,685,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity
with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by
the Board of Commissioners on February 4, 2013 (the "Resolution"), for the purpose of
providing funds to refund in advance of maturity and at their redemption date the 2018 to 2033
maturities of the Authority's General Obligation Bonds, Series 2007B, dated November 8, 2007
(the "Refunded Bonds"), of which $9,225,000 in principal amount is callable on February 1,
2017. This Bond is payable out of the General Obligation Refunding Bonds, Series 2013A Fund
of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for
the prompt and full payment of its principal, premium, if any, and interest when the same
become due, the full faith and credit and taxing powers of the City of Elk River, Minnesota, have •
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414396v3 JSB EL185-21
• been and are hereby irrevocably pledged pursuant to Ordinance No. 12-19, adopted by the City
Council of the City of Elk River, Minnesota, on December 10, 2012.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in the denominations of$5,000 and integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in the manner and
subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution
for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on
file in the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney
duly authorized in writing at the principal office of the Bond Registrar upon presentation and
surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the
Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond
Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and
deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the
transferee (but not registered in blank or to "bearer" or similar designation), of an authorized
denomination or denominations, in aggregate principal amount equal to the principal amount of
this Bond, of the same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum
sufficient to cover any tax or other governmental charge payable in connection with the transfer
• or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Qualified Tax-Exempt Obligations. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue
Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, to happen and to be
performed, precedent to and in the issuance of this Bond, have been done, have happened and
have been performed, in regular and due form, time and manner as required by law, and that this
Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof
and the date of its issuance and delivery to the original purchaser, does not exceed any
constitutional or statutory limitation of indebtedness.
IN WITNESS WHEREOF, the Economic Development Authority for the City of Elk
River, Sherburne County, Minnesota, by its Board of Commissioners has caused this Bond to be
executed on its behalf by the facsimile signatures of its President and Executive Director, the
• corporate seal of the Issuer having been intentionally omitted as permitted by law.
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414396v3 JSB EL185-21
Date of Registration: Registrable by: U.S. BANK NATIONAL •
ASSOCIATION
February 12, 2013
Payable at: U.S. BANK NATIONAL
BOND REGISTRAR'S ASSOCIATION
CERTIFICATE OF
AUTHENTICATION ECONOMIC DEVELOPMENT AUTHORITY
This Bond is one of the FOR THE CITY OF ELK RIVER
Bonds described in the SHERBURNE COUNTY, MINNESOTA
Resolution mentioned
within.
U.S. Bank National Association, /s/Facsimile
as Bond Registrar President
By
Authorized Signature
/s/Facsimile
Executive Director
•
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414396v3 JSB EL185-21
• ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT- as tenants by the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA- as custodian for under the
(Cust) (Minor) (State)
Uniform Transfers to Minors Act
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 does hereby
irrevocably constitute and appoint attorney to transfer the Bond on the
books kept for the registration thereof, 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:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage
firm having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information
concerning the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
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414396v3 JSB EL185-21
9. Execution; Temporary Bonds. The Bonds shall be in typewritten form, shall be •
executed on behalf of the Authority by the signatures of its President and Executive Director
and be sealed with the seal of the Authority; provided, as permitted by law, both signatures may
be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or
resignation or other absence of either officer, the Bonds may be signed by the manual or
facsimile signature of the officer who may act on behalf of the absent or disabled officer. In
case either officer whose signature or facsimile of whose signature shall appear on the Bonds
shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall
nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in
office until delivery.
10. Authentication. No Bond shall be valid or obligatory for any purpose or be
entitled to any security or benefit under this resolution unless a Certificate of Authentication on
the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an
authorized representative of the Bond Registrar. Certificates of Authentication on different
Bonds need not be signed by the same person. The Bond Registrar shall authenticate the
signatures of officers of the Authority on each Bond by execution of the Certificate of
Authentication on the Bond and by inserting as the date of registration in the space provided the
date on which the Bond is authenticated, except that for purposes of delivering the original
Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of
original issue of February 12, 2013. The Certificate of Authentication so executed on each
Bond shall be conclusive evidence that it has been authenticated and delivered under this
resolution.
11. Registration; Transfer; Exchange. The Authority will cause to be kept at the •
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the
registration of Bonds and the registration of transfers of Bonds entitled to be registered or
transferred as herein provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date
of registration (as provided in Section 10 with respect to authentication) of, and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of any authorized
denomination or denominations of a like aggregate principal amount, having the same stated
maturity and interest rate, as requested by the transferor; provided, however, that no Bond may
be registered in blank or in the name of"bearer"or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any authorized
denomination or denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever
any Bonds are so surrendered for exchange, the Authority shall execute (if necessary), and the
Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which
the holder making the exchange is entitled to receive.
•
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414396v3 JSB EL185-21
• All Bonds surrendered upon any exchange or transfer provided for in this resolution shall
be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the
Authority.
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the Authority evidencing the same debt, and entitled to the same benefits under
this resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or
be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar,
duly executed by the holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any
legal or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Authority contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to
close its transfer books between record dates and payment dates.
12. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and
unpaid, and to accrue, which were carried by such other Bond.
• 13. Interest Payment; Record Date. Interest on any Bond shall be paid on each
Interest Payment Date by check or draft mailed to the person in whose name the Bond is
registered (the "Holder") on the registration books of the Authority maintained by the Bond
Registrar and at the address appearing thereon at the close of business on the fifteenth day of the
calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any
such interest not so timely paid shall cease to be payable to the person who is the Holder thereof
as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at
the close of business on a date (the "Special Record Date") fixed by the Bond Registrar
whenever money becomes available for payment of the defaulted interest. Notice of the Special
Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to
the Special Record Date.
14. Treatment of Registered Owner. The Authority and Bond Registrar may treat
the person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in Section 13 with respect to interest payment and record date) on, such Bond and for
all other purposes whatsoever whether or not such Bond shall be overdue, and neither the
Authority nor the Bond Registrar shall be affected by notice to the contrary.
15. Delivery; Application of Proceeds. The Bonds when so prepared and executed
shall be delivered by the Treasurer to the Purchaser upon receipt of the purchase price, and the
Purchaser shall not be obliged to see to the proper application thereof
•
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414396v3 JSB EL185-21
16. Fund and Accounts. There is hereby created a special fund to be designated the •
"General Obligation Bonds, Series 2013A Fund" (the "Fund") to be administered and
maintained by the Treasurer as a bookkeeping account separate and apart from all other funds
maintained in the official financial records of the Authority. The Fund shall be maintained in
the manner herein specified until all of the Bonds and the interest thereon have been fully paid.
There shall be maintained in the Fund the following separate accounts:
(i) Escrow Account. The Escrow Account will be maintained as an Escrow
Account (the "Escrow Account") with U.S. Bank National Association in St. Paul,
Minnesota, which is a suitable financial institution within the State, whose deposits are
insured by the Federal Deposit Insurance Corporation, whose combined capital and
surplus is not less than $500,000 and said financial institution is hereby designated
escrow agent (the"Escrow Agent") for the Escrow Account. All proceeds of the sale of
the Bonds will be received by the Escrow Agent and applied to fund the Escrow Account
or used to pay costs of issuance. Proceeds of the Bonds not used to pay costs of issuance
or fund the Escrow Account will be returned to the City for deposit into the Debt Service
Account. All investment earnings on the Escrow Account are hereby irrevocably pledged
and appropriated thereto. The Escrow Account will be invested in securities maturing or
callable at the option of the holder on such dates and bearing interest at such rates as will
be required to provide sufficient funds, together with any cash or other funds retained in
the Escrow Account, (i) to pay when due the interest to accrue on each Bond to and
including February 1, 2017 (the"Redemption Date"), and (ii) to pay on the Redemption
Date the principal amount of each of the Refunded Bonds; and such amounts will be paid
from the Escrow Account. The Escrow Account will be irrevocably appropriated to the •
payment of the principal of and interest on the Bonds until the proceeds of the Bonds
therein are applied to prepayment of the Refunded Bonds. The moneys in the Escrow
Account will be used solely for the purposes herein set forth and for no other purpose,
except that any surplus in the Escrow Account may be remitted to the Authority, all in
accordance with the Escrow Agreement (hereafter defined) by and between the Authority
and the Escrow Agent. Any moneys remitted to the Authority upon termination of the
Escrow Agreement will be deposited in the Debt Service Account.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) any balance
remitted to the Authority upon funding the Escrow Account and paying costs of issuance;
(b) any balance remitted to the Authority upon the termination of the Escrow Agreement;
(c) any balance remaining on February 2, 2017,in the debt service account created under the
Authority resolution authorizing the issuance and sale of the Refunded Bonds (the"Prior
Resolution"); (d) any collections of all taxes herein levied for the payment of the Bonds
and interest thereon; (e) any funds made available to the Authority from the City; (f) all
investment earnings on funds held in the Debt Service Account; and (g) any and all other
moneys, which are properly available and are appropriated by the governing body of the
Authority to the Debt Service Account. The amount of any surplus remaining in the Debt
Service Account when the Bonds and interest thereon are paid will be used as provided in
Section 475.61, Subdivision 4 of the Act.
•
14
414396v3 JSB EL185-21
• 17. Findings. It is hereby found and determined that based upon information
presently available from the Authority's financial advisers, the issuance of the Bonds will result
in a reduction of debt service cost to the Authority on the Refunded Bonds, such that the present
value of such debt service or interest cost savings (the"Reduction") is at least 3.00% of the debt
service on the Refunded Bonds. The Reduction, after the inclusion of all authorized expenses
of refunding in the computation of the effective interest rate on the Bonds, is adequate to
authorize the issuance of the Bonds as provided by Minnesota Statutes, Section 475.67,
Subdivisions 12 and 13.
18. Investment of Funds. Moneys in the Debt Service Account will be used solely to
pay the principal of and interest on the Bonds or any other bonds hereafter issued and made
payable from the Fund. No portion of the proceeds of the Bonds will be used directly or
indirectly to acquire higher yielding investments or to replace funds which were used directly or
indirectly to acquire higher yielding investments, except (i) for a reasonable temporary period
until such proceeds are needed for the purpose for which the Bonds were issued, and (ii) in
addition to the above, in an amount not greater than the lesser of 5% of the proceeds of the
Bonds or $100,000. To this effect, any proceeds of the Bonds and any sums from time to time
held in the Fund (or any other Authority account which will be used to pay principal and
interest to become due on the Bonds) in excess of amounts which under the applicable federal
arbitrage regulations may be invested without regard as to yield will not be invested at a yield in
excess of the applicable yield restrictions imposed by the arbitrage regulations on such
investments after taking into account any applicable temporary periods or minor portion made
available under the federal arbitrage regulations. In addition, the proceeds of the Bonds and
• money in the Fund will not be invested in obligations or deposits issued by, guaranteed by or
insured by the United States or any agency or instrumentality thereof if and to the extent that
such investment would cause the Bonds to be federally guaranteed within the meaning of
Section 149(b) of the Internal Revenue Code of 1986, as amended (the"Code").
19. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing
powers of the City will be and are hereby irrevocably pledged. If the balance in the Escrow
Account or Debt Service Account is ever insufficient to pay all principal and interest then due
on the Bonds and any other bonds payable therefrom, the deficiency will be promptly paid out
of monies in the general fund of the Authority which are available for such purpose, and such
general fund may be reimbursed with or without interest from the Escrow Account or Debt
Service Account when a sufficient balance is available therein. To the extent that it shall ever be
necessary to provide full and timely payment of the debt service on the Bonds, the Authority
shall, pursuant to the authority therefore described in this Section, levy an ad valorem tax on all
taxable property within the City sufficient for such purposes.
20. Pledge of Tax Levy. To provide moneys for payment of an interest on the Bonds
there is hereby levied upon all taxable property in the City a direct annual irrepealable ad
valorem tax (the "Taxes") upon all of the taxable property in the City, which will be spread
upon the tax rolls and collected with and as part of other general taxes of the City. The taxes
will be credited to the Debt Service Fund above provided and will be in the years and amounts
• as follows (year stated being year of collection):
15
414396v3 JSB EL185-21
Year Levy •
(See EXHIBIT A)
21. Cancellation of Prior Levy. It is hereby determined that upon the deposit of
moneys in the Escrow Account that an irrevocable appropriation to the debt service fund for the
Refunded Bonds maturing after the Redemption Date will have been made within the meaning
of Section 475.61, subdivision 3 of the Act and the Executive Director of the Authority is
hereby authorized and directed to certify such fact to and request the County Auditor of
Sherburne County to cancel any and all tax levies for taxes payable in 2018 and thereafter made
by the resolution authorizing the issuance of the Refunded Bonds.
The tax levies are such that if collected in full they, together with and any other revenues
herein pledged for the payment of the Bonds, will produce at least 5% in excess of the amount
needed to meet when due the principal and interest payments on the Bonds. The tax levies shall
be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City
reserves the right and power to reduce the levies in the manner and to the extent permitted by
Minnesota Statutes, Section 475.61, Subdivision 3.
22. Certificate of Registration and Tax Levy. The Executive Director is hereby
directed to file a certified copy of this resolution with the County Auditor of Sherburne County,
Minnesota, together with such other information as the County Auditor shall require, and to
obtain the County Auditor's certificate that the Bonds have been entered in the County
Auditor's Bond Register, and that the tax levy required by law has been made. •
23. Deposit of Funds. As of the date of delivery of and payment for the Bonds,
proceeds of the Bonds, plus accrued interest on the Bonds, less necessary expenses of the
issuance of the Bonds (the"Proceeds"), are hereby pledged and appropriated and will be
deposited in the Escrow Account. Proceeds of the Bonds in excess of the amount needed to
fund the Escrow Account and pay costs of issuance are appropriated to the Debt Service
Account in accordance with Section 16(ii).
24. Payment of Bonds and Refunded Bonds. It is hereby found and determined that
money available and appropriated to the Escrow Account will be sufficient, together with the
permitted earnings on the investment of the Escrow Account, to pay principal of and interest on
the Bonds through the Redemption Date, and to pay at maturity or redemption all of the
principal of and redemption premium (if any) on the Refunded Bonds maturing after the
Redemption Date.
25. Permitted Investments. Securities purchased from the monies in the Escrow
Account will be limited to securities specified in Section 475.67, Subdivision 8 of the Act. The
Escrow Agent, as agent for the Authority is hereby authorized and directed to purchase for and
on behalf of the Authority and in its name, appropriate securities to fund the Escrow Account.
Upon the issuance and delivery of the Bonds, the securities so purchased will be deposited with
the Escrow Agent and held pursuant to the terms of the Escrow Agreement and the Resolution.
•
16
414396v3 JSB EL185-21
26. Notice of Redemption. The Refunded Bonds maturing on February 1, 2017 and
410 thereafter will be redeemed and prepaid on the Redemption Date. The Refunded Bonds will be
redeemed and prepaid in accordance with their terms and in accordance with the terms and
conditions set forth in the form of Notice of Call for Redemption attached to the Escrow
Agreement (defined below) as Exhibit C which terms and conditions are hereby approved and
incorporated herein by reference. The Registrar for the Refunded Bonds is authorized and
directed to send a copy of the Notice of Redemption to the registered holder of the Refunded
Bonds.
27. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the
Chair and Executive Director are hereby authorized and directed to execute on behalf of the
Authority an escrow agreement (the "Escrow Agreement") with the Escrow Agent in
substantially the form now on file with the Executive Director. All essential terms and
conditions of the Escrow Agreement including payment by the Authority of reasonable charges
for the services of the Escrow Agent, are hereby approved and adopted and made a part of this
resolution, and the Authority covenants that it will promptly enforce all provisions thereof in the
event of default thereunder by the Escrow Agent.
28. Records and Certificates. The officers of the Authority are hereby authorized
and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality
of the issuance of the Bonds, certified copies of all proceedings and records of the Authority
relating to the Bonds and to the financial condition and affairs of the Authority, and such other
affidavits, certificates and information as are required to show the facts relating to the legality
• and marketability of the Bonds as the same 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
Authority as to the facts recited therein.
29. Tax-Exempt Status of the Bonds; Rebate. The Authority covenants and agrees
with the holders 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 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 may be 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 Bonds. To that end, the Authority will comply with all
requirements necessary under the Code to establish and maintain the exclusion from gross
income of the interest on the Bonds 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 (unless the Authority qualifies for any exemption from rebate requirements based
on timely expenditure of proceeds of the Bonds, in accordance with the Code and applicable
Treasury Regulations).
•
17
414396v3 JSB EL185-21
30. Designation of Qualified Tax-Exempt Obligations. In order to qualify the Bonds •
as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the
Authority hereby makes the following factual statements and representations:
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not"private activity bonds" as defined in Section 141 of the Code;
(c) the Authority hereby designates the Bonds as "qualified tax exempt obligations"
for purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will
be issued by the Authority (and all entities treated as one issuer with the Authority, and all
subordinate entities whose obligations are treated as issued by the Authority) during this calendar
year 2013 will not exceed $10,000,000;
(e) not more than $10,000,000 of obligations issued by the Authority during this
calendar year 2013 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the Bonds are not issued as part of an issue the aggregate face amount of which
exceeds $10,000,000.
The Authority shall use its best efforts to comply with any federal procedural
requirements which may apply in order to effectuate the designation made by this Section. •
31. Tax Covenants. In order to ensure that the interest on the Bonds shall at all times
be excluded from federal gross income, the Authority specifically represents, warrants and
covenants with all holders of the Bonds, as follows:
(a) It will fulfill all conditions specified in Sections 103 and 141 through 150 of the
Code and applicable Treasury Regulations as necessary to maintain the tax exempt status of the
interest borne by the Bonds.
(b) The Project, including any property financed or otherwise provided for by the net
proceeds of the Bonds, will be owned by the Authority and used by the general public or
organizations described in Section 501(c)(3) of the Code.
(c) Less than 5% of the net proceeds of the Bonds will be used to provide property
used either (i) by an organization described in Section 501(c)(3) of the Code in an activity that
constitutes an unrelated trade or business, or (ii) in a trade or business by a person other than an
organization described in Section 501(c)(3) of the Code or a governmental unit (within the
meaning of Section 141 of the Code).
(d) It shall make no use of the Project, including but not limited to entering into any
agreement for the management of the project or any similar agreement, the effect of which
would cause the Bonds not to constitute "qualified 501(c)(3) bonds," within the meaning of
Section 145 and related Sections of the Code, and any service contract to be entered into with •
18
414396v3 JSB EL185-21
• respect to the Project (unless entered into with an organization described in Section 501(c)(3) of
the Code) shall constitute a "qualified management agreement" within the meaning of all
pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings
and revenue procedures thereunder, including Revenue Procedure 97-13 and any modifications
thereto.
(e) Not more than 2% of the proceeds of the Bonds will be applied to the payment of
costs of issuance of the Bonds and all costs of issuance in excess of that amount will be paid by
the Authority from funds other than proceeds of the Bonds.
(f) It has not leased, sold, assigned, granted or conveyed and will not lease, sell,
assign, grant or convey all or any portion of the Project or any interest therein to the United
States or any agency or instrumentality thereof within the meaning of Section 149(b) of the
Code.
(g) No portion of the proceeds of the Bonds will be used to provide any of the
following facilities or facilities related or incidental thereto: any airplane, skybox or other private
luxury box, facility used primarily for gambling, or store the principal business of which is the
sale of alcoholic beverages for consumption off premises.
(h) As of the date hereof, the Authority and YMCA of the Greater Twin Cities (the
"YMCA") are the only "principal users" of the Project and it will not permit any person to
become a "principal user" of the Project if such action would cause the interest on the Bonds to
• become includable in federal gross income in the hands of the Bondholders.
(i) The average maturity of the Bonds does not exceed 120% of the average
reasonably expected economic life of the Project as determined in accordance with Section
147(b) of the Code.
(j) No obligations have been or will be issued which are described in Section 141,
142, 143, 144 or 145 of the Code and that are (i) sold at substantially the same time as the Bonds,
(ii) sold pursuant to a common plan of marketing and (iii) payable in whole or in part by the
YMCA or otherwise have any common or pooled security for the payment of debt service
thereon with the Bonds.
(k) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds
to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury
Regulations.
(1) It reasonably expects that 85% of the spendable proceeds of the Bonds will be
used to carry out the governmental purpose of the Bonds within 3 years of the date the Bonds are
issued. Not more than 50% of the proceeds of the Bonds will be invested in nonpurpose
investments (as defined in Section 148(f)(6)(A) of the Code) having a substantially guaranteed
yield for 4 years or more.
(m) It will comply with and fulfill all other requirements and conditions of the Code
• and Treasury Regulations and rulings issued pursuant thereto relating to the acquisition,
19
414396v3 JSB EL185-21
construction and operation of the Project to the end that interest on the Bonds shall at all times be •
excludable from federal gross income.
(n) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds
to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury
Regulations; and to this end, the Authority shall pay to the United States, as a rebate, an amount
equal to the sum of (i) the excess of (I) the aggregate amount earned on all nonpurpose
obligations (other than investments attributable to an excess described in this clause), over (II)
the amount which would have been earned if all nonpurpose obligations were invested at a rate
equal to the yield on the Bonds plus (ii) any income attributable to the excess described in clause
(i), at the times and in the amounts required by Section 148 of the Code, all within the meaning
of Section 148 of the Code. The Authority shall maintain records of the interest rate borne by
the Bonds and the investments of the Escrow Account and Debt Service Account and earnings
thereon in adequate detail to enable the Authority to calculate the amount of any rebate required
to be made to the United States. The Authority shall pay the rebate to the United States at times
and in installments which satisfy Section 148 of the Code and the Treasury Regulations, at least
once every 5 years and within 60 days after the day on which the last of the Bonds is redeemed.
Calculations of the amount to be rebated shall be made at least every 5 years, by an independent
accountant selected by the Authority. Such calculations shall be retained until 6 years after the
retirement of the Bonds. The rebate shall be calculated as provided in the applicable Treasury
Regulations, including taking into account the gain or loss on the disposition of nonpurpose
investments.
32. Tax Exemption Agreement. The Authority will enter into a Tax Exemption •
Agreement, dated February 12, 2013, with the YMCA. The Tax Exemption Agreement is
hereby approved and the President and Executive Director are authorized to execute the Tax
Exemption Agreement on behalf of the Authority.
33. Defeasance. When all Bonds have been discharged as provided in this Section,
all pledges, covenants and other rights granted by this resolution to the registered holders of the
Bonds shall, to the extent permitted by law, cease. The Authority may discharge its obligations
with respect to any Bonds which are due on any date by irrevocably depositing with the Bond
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 Bond
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of
such deposit. The Authority 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 Bond Registrar on or before that date a sum sufficient for the payment
thereof in full, provided that notice of redemption thereof has been duly given. The Authority
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 suitable banking institution qualified by law as an escrow agent
for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision
8, bearing interest payable at such times and at such rates and maturing on such dates as shall be
required, subject to sale and/or reinvestment, to pay all amounts to become due thereon to
maturity or, if notice of redemption as herein required has been duly provided for, to such •
earlier redemption date.
20
414396v3 JSB EL185-21
• 34. Continuing Disclosure. The Authority is the issuer of the Bonds. However it is
not an "obligated person" subject to the disclosure requirements under the SEC Rule 15c2-
12(b)(5) (the "Rule") because (i) the bonds are general obligations of the City and not the
Authority and (ii) financial information and operating data set forth in the Official Statement
relates only to the City. Pursuant to the Ordinance, the City has authorized entering into a
Continuing Disclosure Undertaking.
35. Severability. If any section, paragraph or provision of this resolution shall be
held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such
section, paragraph or provision shall not affect any of the remaining provisions of this
resolution.
36. Headings. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
37. Effectiveness. This resolution shall become effective immediately as the City
Council has previously adopted the Ordinance which authorized the pledge of the City's full
faith and credit to the payment of the Bonds.
The motion for adoption of the foregoing resolution was duly seconded by member Westgaard,
and after full discussion thereof, and upon a vote being taken thereof, the following voted in
favor thereof:
Acting President Pat Dwyer, Members Paul Motin, Barbara Burandt and Matt Westgaard
and the following voted against the same: None
Whereupon the resolution was declared duly passed and adopted.
411
2 1
STATE OF MINNESOTA ) III
COUNTY OF SHERBURNE ) SS.
)
ECONOMIC DEVELOPMENT AUTHORITY )
FOR THE CITY OF ELK RIVER )
I, the undersigned, being the duly qualified and acting Executive Director of the
Economic Development Authority for the City of Elk River, Minnesota, DO HEREBY
CERTIFY that I have compared the attached and foregoing extract of minutes with the original
thereof on file in my office, and that the same is a full, true and complete transcript of the
minutes of a meeting of the Board of Commissioners of said Authority, duly called and held on
the date therein indicated, insofar as such minutes relate to the Authority's $9,685,000 General
Obligation Refunding Bonds, Series 2013A.
Dated: b, , 2013.
III
,,
(--)v,,\,,i , n' ,--,,,- i r'
knO\J\ 4, ,,,,,,_
Executive Dir tor
III
414396v3 JSB EL185-21
• EXHIBIT A
TAX LEVY
Year* Net Levy
2017 767,169.38
2018 767,064.38
2019 766,749.38
2020 771,474.38
2021 770,634.38
2022 774,834.38
2023 773,469.38
2024 777,144.38
2025 780,504.38
2026 778,299.38
2027 779,520.00
2028 784,809.38
2029 793,996.88
2030 790,256.25
2031 796,582.50
• 2032 800,310.00
* Year Collected
•
414396v2 JSB EL185-21
A-1
STATE OF MINNESOTA COUNTY AUDITOR'S CERTIFICATE •
AS TO TAX LEVY AND REGISTRATION
COUNTY OF SHERBURNE AND CANCELLATION
I, the undersigned, being the duly qualified and acting County Auditor of Sherburne
County, Minnesota, DO HEREBY CERTIFY that on the date hereof there was filed in my office
a certified copy of a resolution adopted on February 4, 2013, by the Board of Commissioners of
the Economic Development Authority for the City of Elk River, Minnesota, authorizing the
issuance of$9,685,000 General Obligation Refunding Bonds, Series 2013A (the "Bonds"), and
levying a tax for the payment thereof, together with full information regarding the Bonds for
which the tax was levied; and the Bonds have been entered in my Bond Register and the tax levy
required by law has been made.
I further certify that the tax levies for the General Obligation Bonds, Series 2007B have •
been canceled to the extent set forth in the resolution.
WITNESS My hand and official seal this day of , 2013.
County Auditor
Sherburne County, Minnesota
(SEAL)
Deputy
•
414396v2 JSB EL185-21