RES 19-39ver
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: Councilmembers Christianson, Westgaard,
Wagner, and uvall
and the following were absent: Mayor Dietz
Member Wagner introduced the following resolution and moved its adoption:
CITY OF ELK RIVER
RESOLUTION 19-39
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
follows:
BE IT RESOLVED By the City Council of the City of Elk River, Minnesota (the "city" ), as
Section 1. Findin s 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
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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
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j
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. R stration and Pa ment.
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 Pa ent 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:
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(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) IIMrWer 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 fpr 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 Delive 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
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; Securi� 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 hill 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.
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Section 5. Authentication of Transcript.
5.01. !�:4 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 Acti� 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 o ___f 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; (n) 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 (hi)
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's 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
U
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. PM-mens 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. Coafiguing Disclosure.
8.01. Execution of Contin ' 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 Hance 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.
603216viEL185-44 9
Passed and adopted this 19th day of August, 2019.
Ma r
Attest:
City Clerk
603216v1EL185-44 10
The motion for the adoption of the foregoing resolution was duly seconded by Member
Ovall , and upon vote being taken thereon, the following voted in favor
thereof, Councilmembers Christianson, Westgaard, Wagner, and Ovall
and the following voted against the same: none
whereupon the resolution was declared duly passed and adopted.
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EXHIBIT A
PROPOSALS
603216v1EL18544 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 MatLWU 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.
603216v1EL18544 B-2
Dated: September 19, 2019
(Facsimiled
Mayor
CITY OF ELK RIVER, MINNESOTA
(Facsimile)
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to
Minors Act, State of
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,
STAMP, 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 identif5ring
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.
603216v1EL18544 B-4
u
Date of Registration
Registered Owner
Cede & Co.
Federal ID #13-2555119
Signature of
Officer of Registrar
603216v1EL185-44
giver
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
) SS.
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.
(SEAL)
J l
City Clerk
Elk River, Minnesota
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