Loading...
8.1. SR 08-19-2019 Request for Action To Item Number Mayor and City Council 8.1 Agenda Section Meeting Date Prepared by General Business August 19, 2019 Lori Ziemer, Finance Director Item Description Reviewed by Resolution Awarding the Sale of $33,735,000 Cal Portner, City Administrator General Obligation Sales Tax Revenue Bonds, Reviewed by Series 2019A Action Requested Adopt, by motion, the resolution awarding the sale of $33,735,000 General Obligation Sales Tax Revenue Bonds, Series 2019A fixing their form and specifications; directing their execution and deliver; and providing for their payment. Background/Discussion On July 15, 2019, the City Council adopted a resolution providing for the competitive negotiated sale of $33,735,000 General Obligation Sales Tax Revenue Bonds, Series 2019A. Terri Heaton, of Baker Tilly, will present the results of the sale of the General Obligation Sales Tax Revenue Bonds, Series 2019A to finance recreational facility improvements, park and trail improvements, and dredging of Lake Orono. Financial Impact The bonds are a general obligation of the city but will be repaid from the 0.5% local option sales tax. Attachments  Resolution awarding the sale of $33,735,000 General Obligation Sales Tax Revenue Bonds, Series 2019A fixing their form and specifications; directing their execution and delivery; and providing for their payment. The Elk River Vision A welcoming community with revolutionary and spirited resourcefulness, exceptional service, and community engagement that encourages and inspires prosperity EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ELK RIVER, MINNESOTA HELD: August 19, 2019 Pursuant to due call and notice thereof, a regular meeting of the City Council of City of Elk River, Minnesota, was duly called and held at the City Hall in the City on Monday, the 19th day of August, 2019, at 6:00 o’clock P.M. The following members were present: and the following were absent: Member _______________ introduced the following resolution and moved its adoption: CITY OF ELK RIVER RESOLUTION 19-___ RESOLUTION AWARDING THE ISSUANCE AND SALE OF $33,735,000 GENERAL OBLIGATION SALES TAX REVENUE BONDS, SERIES 2019A FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Elk River, Minnesota (the “City”), as follows: Section 1. Findings, Determinations; Sale of Bonds. 1.01 It is hereby determined that: (a) pursuant to Minnesota Statutes, Chapter 475 (the “Bond Act”) and Minnesota Laws 2019, First Special Session, Chapter 6, Article 6, Section 17 (the “Special Law” and together with Chapter 475, the “Act”), and pursuant to a referendum question duly approved by the electorate of the City on November 6, 2018, the City has been 603216v1EL185-44 authorized to impose certain sales and use taxes (collectively, the “Sales Taxes”) and to issue its general obligation bonds for various purposes, as specified in the Special Law; and (b) the Council and the City have complied with Minnesota Statutes, Section 645.021, Subdivision 3, in approving the Special Law; (c) it is necessary and expedient to the sound financial management of the affairs of the City to issue General Obligation Sales Tax Revenue Bonds, Series 2019A (the “Bonds”), in an aggregate principal amount of $33,735,000, to provide financing, including without limitation, for the acquisition and betterment of certain recreational facility improvements, park improvements, trail improvements, and dredging of Lake Orono as more specifically described in the Special Legislation (the “Project”); and (d) the City is authorized by Minnesota Statutes, Section 475.60, subdivision 2(9) to negotiate the sale of the Bonds, it being determined that the City has retained an independent municipal advisor in connection with such sale. The actions of the City staff and the City’s municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects. 1.02. Award to the Purchaser and Interest Rates. The proposal of ________________________________________ (the “Purchaser”) to purchase the Bonds of the City described in the Official 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 $____________ (the par amount of the Bonds of $33,735,000, plus original issue premium of $__________, less underwriter’s discount of $___________) , for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2020 2033 2021 2034 2022 2035 2023 2036 2024 2037 2025 2038 2026 2039 2027 2040 2028 2041 2029 2042 2030 2043 2031 2044 2032 1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase price shall be credited to the Debt Service Fund hereinafter created, or deposited in the Construction Fund hereinafter created, as determined by the City Finance Director upon consultation with the City’s municipal advisor. The Mayor and City Clerk are authorized to execute a contract with the Purchaser on behalf of the City, if requested by the Purchaser. 1.04. Terms and Principal Amounts of the Bonds. The City will forthwith issue and sell the Bonds pursuant to the Act, in the total principal amount of $33,735,000, originally dated the date of 603216v1EL185-44 2 delivery, 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 December 1 in the years and amounts as follows: Year Amount Year Amount 2020 $ 605,000 2033 $1,390,000 2021 870,000 2034 1,450,000 2022 905,000 2035 1,490,000 2023 940,000 2036 1,535,000 2024 980,000 2037 1,585,000 2025 1,015,000 2038 1,630,000 2026 1,060,000 2039 1,685,000 2027 1,100,000 2040 1,740,000 2028 1,145,000 2041 1,795,000 2029 1,190,000 2042 1,855,000 2030 1,240,000 2043 1,920,000 2031 1,285,000 2044 1,985,000 2032 1,340,000 1.05. Optional Redemption. The City may elect on December 1, 2028, and on any day thereafter to prepay Bonds due on or after December 1, 2029. 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 2. Registration and Payment. 2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 2.02. 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 Bonds is payable on June 1 and December 1 of each year, commencing June 1, 2020, to the registered owners of record thereof as of the close of business on the fifteenth day immediately preceding each interest payment date, whether or not such day is a business day. 2.03. 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: 603216v1EL185-44 3 (a) Register. The Registrar must keep at its principal corporate trust office a bond register in which the Registrar provides for the registration of ownership of Bonds and the registration of transfers and exchanges of Bonds entitled to be registered, transferred, or exchanged. (b) Transfer of Bonds. Upon surrender for transfer of a 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 authenticate and deliver, in the name of the designated transferee or transferees, one or more new Bonds of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until 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. Bonds surrendered upon transfer or exchange 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 a 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 a 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 or exchange of Bonds sufficient to reimburse the Registrar for any tax, fee, or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen, or Destroyed Bonds. If a 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 any Bond destroyed, stolen, or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed, stolen, or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was destroyed, stolen, or lost, and of the ownership thereof, and upon furnishing to the Registrar 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. Bonds so surrendered to the Registrar will be cancelled by the Registrar 603216v1EL185-44 4 and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Bond 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. 2.04. Appointment of Initial Registrar. The City appoints U.S. Bank National Association, St. Paul, Minnesota as the initial Registrar. The Mayor and the City Clerk 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 City Finance Director must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication, and Delivery. The Bonds will be prepared under the direction of the City Clerk and executed on behalf of the City by the signatures of the Mayor and the City Clerk, 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 Clerk 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. Section 3. Form of Bond. 3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form attached hereto as Exhibit B. 3.02. Approving Legal Opinion. The City Finance Director is authorized and directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, 603216v1EL185-44 5 Minnesota, which is to be complete except as to dating thereof and cause the opinion to be printed on or accompany each Bond. Section 4. Payment; Security; Funds; Pledges and Covenants. 4.01. Debt Service Fund. The Bonds will be payable from the General Obligation Sales Tax Revenue Bonds, Series 2019A Debt Service Fund (the “Debt Service Fund”) hereby created, and the revenues generated by the Sales Tax 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 Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the revenues generated by the Sales Tax, when collected. There is appropriated to the Debt Service Fund (i) any amount over the minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03; and (ii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any. 4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in Section 4.01, together with any other funds appropriated for the Project, will be deposited in a separate fund of the City (the “Construction Fund”). Amounts in the Construction Fund will be disbursed to (i) pay costs of the Project and costs of issuance of the Bonds; and (ii) finance capitalized interest on the Bonds during or after construction of the Project. Any balance remaining in the Construction Fund after completion of the Project may be used for any other public use authorized by the Special Legislation or credited to the Debt Service Fund. 4.03. Debt Service Coverage. Pursuant to Subdivision 1 of the Special Legislation, the City has imposed the Sales Tax. The revenues received from the Sales Tax are hereby pledged to the payment of the principal of and interest on the Bonds. It is determined that the estimated revenues of the Sales Tax authorized by the Special Legislation for the payment of principal and interest on 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 and that no tax levy is needed at this time. 4.04 General Obligation. 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 shall be and are irrevocably pledged. If the Sales Tax appropriated and pledged to the payment of principal and interest on the Bonds, together with other funds irrevocably appropriated to the Debt Service Account herein established, shall at any time be insufficient to pay such principal and interest when due, the City covenants and agrees to levy, without limitation as to rate or amount an ad valorem tax upon all taxable property in the City sufficient to pay such principal and interest as it becomes due. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds payable therefrom, the deficiency shall be promptly paid out of any other accounts of the City which are available for such purpose, and such other funds may be reimbursed without interest from the Debt Service Account when a sufficient balance is available therein 4.05. Registration of Resolution. The City Clerk is authorized and directed to file a certified copy of this resolution with the County Auditor/Treasurer of Sherburne County, Minnesota, and to obtain the certificate required by Section 475.63 of the Act. 603216v1EL185-44 6 Section 5. Authentication of Transcript. 5.01. 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 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, will be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor, City Clerk and Finance Director of the City 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. 5.03. Other Certificates. The Mayor, City Finance Director and City Clerk are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor and the City Clerk shall also execute and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the City Administrator shall also execute and deliver a certificate as to payment for and delivery of the Bonds. Section 6. Tax Covenants. 6.01. Tax-Exempt Bonds. The City 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 City 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 and limitations on amounts invested at a yield greater than the yield on the Bonds. 6.02. 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. 6.03. 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 “private activity bonds” within the meaning of Sections 103 and 141 through 150 of the Code. 603216v1EL185-44 7 6.04. No Designation of Qualified Tax-Exempt Obligations. The Bonds have not been designated as “qualified tax-exempt obligations” within the meaning of Section 265(b)(3) of the Code:. 6.05. 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 7. Book-Entry System; Limited Obligation of City. 7.01. 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 1.03 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. 7.02. 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 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. 7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the “Representation Letter”) which shall 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. 603216v1EL185-44 8 7.04. Transfers Outside Book-Entry System. 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. 7.05. 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 all 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 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. For purposes of this Section, “Continuing Disclosure Certificate” means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk 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 with the terms thereof. 8.02. City Compliance with Provisions of Continuing 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 is not to be considered an event of default with respect to the Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the City to comply with its obligations under this section. Section 9. Defeasance. When all the 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 with interest accrued to the date of such deposit. 603216v1EL185-44 9 Passed and adopted this 19th day of August, 2019. ____________________________________ Mayor Attest: ____________________________________ City Clerk 603216v1EL185-44 10 The motion for the adoption of the foregoing resolution was duly seconded by Member _________________________, and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon the resolution was declared duly passed and adopted. 603216v1EL185-44 11 EXHIBIT A PROPOSALS 603216v1EL185-44 A-1 EXHIBIT B No. R-_____ UNITED STATES OF AMERICA $_________ STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER, MINNESOTA GENERAL OBLIGATION SALES TAX REVENUE BOND SERIES 2019A Date of Rate Maturity Original Issue CUSIP December 1, 20__ September 19, 2019 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, with interest thereon from the date hereof at the annual rate specified above, payable June 1 and December 1 in each year, commencing June 1, 2020, 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 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 are hereby irrevocably pledged. The may elect on December 1, 2028, and on any day thereafter to prepay Bonds due on or after December 1, 2029. 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 The Depository Trust Company (“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 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. This Bond is one of an issue in the aggregate principal amount of $33,735,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, issued pursuant to a resolution adopted by the City Council on August 19, 2019 (the “Resolution”), for the purpose of providing money to aid in financing the cost of the certain capital projects, including the acquisition and betterment of ice arena improvements, community meeting and activity space, a 603216v1EL185-44 B-1 synthetic turf field house, senior center facility improvements, youth athletic complex improvements, as well as certain park and trail improvements and dredging Lake Orono, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as amended, and Minnesota Laws, 2019, 1st Special Section Chapter 6, Article 6, Section 17 (the “Special Legislation”). The principal hereof and interest hereon are payable primarily from sales and use tax revenues of the City authorized by the Special Legislation, 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 ad valorem taxes on all taxable property in the City in the event of any deficiency, which additional taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single maturities. The Bond is not a “qualified tax-exempt obligation” within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the “Code”). As provided in the Resolution and subject to certain limitations 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; and may also be surrendered in exchange for Bonds of other authorized denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in the name of the transferee or registered owner, of the same aggregate 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 or exchange. 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. 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, 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 Clerk and has caused this Bond to be dated as of the date set forth below. 603216v1EL185-44 B-2 Dated: September 19, 2019 CITY OF ELK RIVER, MINNESOTA (Facsimile) (Facsimile) Mayor City Clerk ______________________________________ CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By Authorized Representative ABBREVIATIONS 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 in common UNIF GIFT MIN ACT _________ Custodian _________ (Cust) (Minor) TEN ENT -- as tenants by entireties under Uniform Gifts or Transfers to Minors Act, State of _______________ JT TEN -- as joint tenants with right of survivorship and not as tenants in common 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 603216v1EL185-44 B-3 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 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: (Include information for all joint owners if this Bond is held by joint account.) Please insert social security or other identifying number of assignee ________________________________________ PROVISIONS AS TO REGISTRATION 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. 603216v1EL185-44 B-4 Signature of Date of Registration Registered Owner Officer of Registrar Cede & Co. Federal ID #13-2555119 603216v1EL185-44 B-5 STATE OF MINNESOTA ) ) COUNTY OF SHERBURNE ) SS. ) CITY OF ELK RIVER ) I, the undersigned, being the duly qualified and acting City Clerk of the City of Elk River, Minnesota (the “City”), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on August 19, 2019, with the original minutes on file in my office, and the extract is a full, true, and correct copy of the minutes insofar as they relate to the issuance and sale of the City’s General Obligation Sales Tax Revenue Bonds, Series 2019A, in an aggregate principal amount of $33,735,000. WITNESS My hand and official seal this ______ day of August, 2019. City Clerk Elk River, Minnesota (SEAL) 603216v1EL185-44 STATE OF MINNESOTA CERTIFICATE OF COUNTY AUDITOR/TREASURER COUNTY OF SHERBURNE AS TO REGISTRATION WHERE NO AD VALOREM TAX LEVY I, the undersigned County Auditor/Treasurer of Sherburne County, Minnesota, hereby certify that a resolution adopted by the City Council of the City of Elk River, Minnesota (the “City”), on August 19, 2019, relating to the City’s $33,735,000 City of Elk River, Minnesota General Obligation Sales Tax Revenue Bonds, Series 2019A, dated September 19, 2019, has been filed in my office and said obligations have been registered on the register of obligations in my office. WITNESS My hand and official seal this ____ day of __________, 2019. ___________________________________ County Auditor/Treasurer Sherburne County, Minnesota (SEAL) By_______________________________ Deputy 603216v1EL185-44 bakertilly MUNICIPAL ADVISORS e� 1 nowjoined with Springsted and Umbaugh $33,375,000(a) GENERAL OBLIGATION SALES TAX REVENUE BONDS, SERIES 2019A CITY OF ELK RIVER, MINNESOTA (BOOK ENTRY ONLY) AWARD: PIPER JAFFRAY & CO. SALE: August 19, 2019 BBI: 3.10% Average Maturity: 15.124 Years S&P Rating: AA+ Net True Maturity Interest Interest Interest Bidder II)ecember 1) Rate Yield Price Cost Rate PIPER JAFFRAY & CO. 2020 5.00% 0.97% 2021 5.00% 0.98% 2022 5.00% 0.99% 2023 5.00% 1.00% 2024 5.00% 1.01% 2025 5.00% 1.07% 2026 5.00% 1.14% 2027 5.00% 1.22% 2028 5.00% 1.28% 2029 4.00% 1.39% 2030 4.00% 1.52% 2031 4.00% 1.61% 2032 3.00% 1.91% 2033 3.00% 2.00% 2034 3.00% 2.16% 2035 3.00% 2.22% 2036 3.00% 2.28% 2037 2.375% 2.375% 2038 2.375% 2.41% 2039 2.50% 2.45% 2040 2.50% 2.50% 2041 2.50% 2.55% 2042 3.00% 2.51% 2044 3.00% 2.55% (a) Subsequent to bid opening, the issue size decreased from $33,735,000 to $32,715,000 $36,893,663.31(b) $12,595,992.94(b) 2.3594%(b) (b) Subsequent to bid opening, the price, net interest cost, and true interest rate have changed to $35,809,367.51, $12,177,306.24, and 2.3548% respectively. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and wholly-owned subsidiary of Baker Tilly Virchow Krause, LLP, an accounting firm. Baker Tilly Virchow Krause, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2019 Baker Tilly Municipal Advisors, LLC. True Interest Bidder ROBERT W. BAIRD & CO., INCORPORATED 2.3972% C.L. KING & ASSOCIATES, INC. DOUGHERTY & COMPANY LLC EDWARD JONES FIDELITY CAPITAL MARKETS ROSS, SINCLAIRE & ASSOCIATES, LLC CREWS & ASSOCIATES, INC. DAVENPORT & COMPANY LLC LOOP CAPITAL MARKETS, LLC NORTHLAND SECURITIES, INC. OPPENHEIMER & CO. INC. VINING SPARKS IBG, LP COUNTRY CLUB BANK SIERRA PACIFIC SECURITIES, LLC ISAAK BOND INVESTMENTS WINTRUST INVESTMENTS, LLC SUMRIDGE PARTNERS, LLC ALAMO CAPITAL STIFEL, NICOLAUS & COMPANY, INCORPORATED RBC CAPITAL MARKETS UMB BANK, N.A. MIDLAND SECURITIES LIMITED FMS BONDS, INC. MULTI -BANK SECURITIES, INC. FIRST SOUTHERN SECURITIES, LLC 280 SECURITIES LLC DINOSAUR SECURITIES, LLC FIRST BANKERS' BANC SECURITIES INC. TRIBAL CAPITAL MARKETS, LLC MOUNTAINSIDE SECURITIES LLC RAYMOND JAMES & ASSOCIATES, INC. 2.4182% MORGAN STANLEY & CO. LLC FTN FINANCIAL CAPITAL MARKETS UBS FINANCIAL SERVICES INC. SAMUEL A. RAMIREZ & CO., INC. ZIEGLER ADVISORS ASSET MANAGEMENT, INC. WELLS FARGO BANK, NATIONAL ASSOCIATION 2.4217% MESIROW FINANCIAL, INC. 2.4358% CITIGROUP GLOBAL MARKETS, INC. 2.4461% J.P. MORGAN SECURITIES LLC 2.4532% ESTRADA HINOJOSA & COMPANY, INC. ACADEMY SECURITIES, INC.