8.1 SR 12-07-2020
Request for Action
To Item Number
Mayor and City Council 8.1
Agenda Section Meeting Date Prepared by
General Business December 7, 2020 Lori Ziemer, Finance Director
Item Description Reviewed by
Award the Sale of General Obligation Capital Cal Portner, City Administrator
Improvement Plan Bonds, Series 2020A; General
Reviewed by
Obligation Capital Improvement Plan Refunding
Bonds, Series 2020B; and Taxable General Obligation
Sewer Revenue Refunding Bonds, Series 2020C
Action Requested
Adopt, by motion, the following resolutions:
Resolution Awarding the Sale of General Obligation Capital Improvement Plan Bonds, Series 2020A
Resolution Awarding the Sale of General Obligation Capital Improvement Plan Refunding Bonds,
Series 2020B
Resolution Awarding the Sale of Taxable General Obligation Sewer Revenue Refunding Bonds, Series
2020C
Background/Discussion
On November 2, the City Council passed a resolution providing for the competitive negotiated sale of
$9,895,000 General Obligation Capital Improvement Plan Bonds, Series 2020A to finance the Public Safety
Facility expansion and a portion of Fire Station 3.
Resolutions were also passed for the sale of $5,970,000 General Obligation Capital Improvement Plan
Refunding Bonds, Series 2020B, to refund the General Obligation Capital Improvement Plan Bonds, Series
2010A and Series 2012A, and the sale of $7,295,000 Taxable General Obligation Sewer Revenue Refunding
Bonds, Series 2020C, to refund the General Obligation Sewer Revenue Bonds, Series 2014B.
Terri Heaton, with Baker Tilly, will present the results of the sale of the bonds.
Financial Impact
The bonds are a general obligation of the city payable by a tax levy or other sources.
Mission/Policy/Goal
Develop a sustainable and prosperous community that reflects the culture of citizens and what is important to
the majority.
The Elk River Vision
A welcoming community with revolutionary and spirited resourcefulness, exceptional
service, and community engagement that encourages and inspires prosperity
Attachments
Resolution awarding the sale of General Obligation Capital Improvement Plan Bonds, Series 2020A, in
the original aggregate principal amount of $9,895,000; fixing their form and specifications; directing
their execution and delivery; and providing for their payment.
Resolution awarding the sale of General Obligation Capital Improvement Plan Refunding Bonds,
Series 2020B, in the original aggregate principal amount of $5,970,000; fixing their form and
specifications; directing their execution and delivery; providing for their payment; and providing for the
redemption of bonds refunded thereby.
Resolution awarding the sale of Taxable General Obligation Sewer Revenue Refunding Bonds, Series
2020C in the original aggregate principal amount of $7,295,000; fixing their form and specifications;
directing their execution and delivery; providing for their payment; and providing for the redemption
of bond refunded thereby.
Crossover refunding escrow agreement for the General Obligation Sewer Revenue Bonds, Series
2014B
N:\\Public Bodies\\Agenda Packets\\12-07-2020\\Cal Reviewed\\Done\\x8.1 sr Award Sale of Bonds.docx
Extract of Minutes of Meeting
of the City Council of the City of
Elk River, Sherburne County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Elk River, Minnesota, was duly held in the City Hall in said City on Monday, December 7,
2020, commencing at 6:30 P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City’s General Obligation Capital
Improvement Plan Bonds, Series 2020A.
The City Finance Director presented a tabulation of the proposals that had been
received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as
set forth in Exhibit A attached.
After due consideration of the proposals, Member ____________________ then
introduced the following resolution, and moved its adoption:
RESOLUTION NO. 20-___
A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION
CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2020A, IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $9,435,000; FIXING
THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION
AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT
Section 1. Sale of Bonds.
1.01 Authority. It is hereby determined that:
(a) Pursuant to Minnesota Statutes, Chapter 475, including without limitation,
section 475.521 (the “Act”), the City is authorized to finance certain capital improvements
under an approved capital improvement plan by the issuance of general obligation bonds
of the City payable from ad valorem taxes. Capital improvements include acquisition or
betterment of public lands, buildings or other improvements for the purpose of a city hall,
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library, public safety facility and public works facilities (excluding light rail transit or any
activity related to it, or a park, road, bridge, administrative building other than a city hall,
or land for any of those activities).
(b) The City held a public hearing on November 2, 2020, regarding a five-year
capital improvement plan for the years 2020 – 2025 (the “Plan”) and regarding issuance of
bonds in one or more series an aggregate principal amount not to exceed $17,500,000 to
finance planned capital improvements, all in accordance with the Act. The Plan authorizes
issuance of bonds to pay the cost of certain capital improvements identified in the capital
improvement plan including, without limitation, capital improvements related to the City’s
Public Safety Building and the City’s fire station #3, (the “Improvements”).
(c) The City Council has determined that, within 30 days after the hearing, no
petition for a referendum on the issuance of bonds to pay costs of the Improvements was
received by the City in accordance with the Act.
(d) As required by the Act, the City has determined that:
(i) the expected useful life of the Improvements will be at least 5 years;
and
(ii) the amount of principal and interest due in any year on all
outstanding bonds issued by the City under the Act, including the Bonds (as
defined below), will not exceed 0.16% of the estimated market value of
property in the City for taxes payable in 2020.
(e) It is necessary and expedient to the sound financial management of the
affairs of the City to issue its General Obligation Capital Improvement Plan Bonds, Series
2020A (the “Bonds”), in the aggregate principal amount of $9,435,000, to provide
financing for the Improvements.
(f) The City is authorized by Minnesota Statutes, Section 475.60, subdivision
2(9), of the Act 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 Robert W. Baird & Co.
Inc., Milwaukee, Wisconsin(the “Purchaser”) to purchase the Bonds 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 $10,093,610.61 (par amount of $9,435,000, plus a premium of $763,327.90
less underwriter’s discount of $104,717.29), plus accrued interest to date of delivery, if any, for
Bonds bearing interest as follows:
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Year of Interest Year of Interest
Maturity Rate Maturity Rate
2023 5.00% 2033 1.10%
2024 5.00 2034 1.20
2025 5.00 2035 1.30
2026 5.00 2036 1.40
2027 5.00 2037 1.50
2028 4.00 2038 1.55
2029 4.00 2039 1.60
2030 4.00 2040 1.65
2031 2.00 2041 1.70
2032 1.00 2042 1.80
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 $9,435,000, originally dated as of
the date of delivery, in fully registered form and issued, in denominations of $5,000 each or any
integral multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and
maturing on February 1 in the years and amounts as follows:
Year Amount Year Amount
2023 $335,000 2033 $495,000
2024 355,000 2034 500,000
2025 375,000 2035 505,000
2026 390,000 2036 515,000
2027 405,000 2037 520,000
2028 425,000 2038 530,000
2029 445,000 2039 540,000
2030 460,000 2040 545,000
2031 480,000 2041 555,000
2032 495,000 2042 565,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
1.05. Optional Redemption. The City may elect on February 1, 2030, and on any day
thereafter, to prepay Bonds maturing on or after February 1, 2031. 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
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less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in
Section 6 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. Form; Registration.
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 February 1 and August 1 of each year, commencing August 1, 2021,
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to the registered owners thereof of record as of the close of business on the 15 day of the
immediately preceding month, whether or not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of the Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an
attorney duly authorized by the registered owner in writing, the Registrar 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
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Registrar may, however, close the books for registration of any transfer after the 15 day
of the month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any 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. All Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
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(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 at any time registered, as of the applicable record date, in the
bond register as the absolute owner of such 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 such 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 the Registrar 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 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 will not be necessary to issue a
new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written 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) 30 days
prior to the date of redemption 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.
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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 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 any 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 a 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 Finance Director will deliver
the same to the Purchaser thereof upon payment of the purchase price in accordance with the
contract of sale heretofore made and executed, and the Purchaser will not be obligated to see to
the application of the purchase price.
2.06. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
2.07. 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, Minnesota, which will be complete except as to dating thereof and to cause the
opinion to be printed or accompany each Bond.
Section 3. Payment; Security; Pledges and Covenants.
3.01. Debt Service Fund. The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2020A Debt Service Fund (the “Debt Service Fund”) hereby
created. The Debt Service Fund shall be administered and maintained by the Finance Director as
a bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. Amounts in the Debt Service Fund are irrevocably pledged to the Bonds. To
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the Debt Service Fund hereby created, there is hereby pledged and irrevocably appropriated and
there will be credited: (i) the proceeds of the ad valorem taxes hereinafter levied (the “Taxes”) for
the Improvements described in Section 1.01, (ii) capitalized interest financed from Bond proceeds,
if any; (iii) 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; (iv)
all investment earnings on amounts in the Debt Service Fund; and (v) any other funds appropriated
for the payment of principal or interest on the Bonds. 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 is directed to pay such principal or interest from the general fund or other
funds of the City, and such fund will be reimbursed for those advances out of the proceeds of Taxes
when collected.
3.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 3.01, together with any other funds appropriated for the Improvements and Taxes collected
during the construction of the Improvements, will be deposited in a separate construction fund (the
“Construction Fund”) to be used solely to defray expenses of the Improvements and the payment
of principal and interest on the Bonds prior to the completion and payment of all costs of the
Improvements. Any balance remaining in the Construction Fund after the Improvements are
completed and the costs thereof have been paid may be used as provided in Minnesota Statutes,
section 475.65, under the direction of the City Council. Thereafter, the Construction Fund is to be
closed and any balance remaining therein and subsequent collections of Taxes for the
Improvements are to be deposited in the Debt Service Fund.
3.03. Pledge of Tax Levy. For the purpose of paying the principal of and interest on the
Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property
in the City, 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 (being each year of collection) and amounts as set forth in Exhibit C.
3.04. Certification to County Auditor as to Debt Service Fund Amount. It is hereby
determined that the estimated collection of the foregoing Taxes 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 levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time
the City makes its annual tax levies the City Finance Director may certify to the County
Auditor/Treasurer of Sherburne County the amount available in the Debt Service Fund to pay
principal and interest due during the ensuing year, and the County Auditor/Treasurer will
thereupon reduce the levy collectible during such year by the amount so certified in the manner
and to the extent permitted by Section 475.61, subdivision 3 of the Act.
3.05. County Auditor/Treasurer’s Certificate as to Registration. The City Clerk is
authorized and directed to file a certified copy of this resolution with the County Auditor/Treasurer
of Sherburne County and to obtain the certificate required by Minnesota Statutes, Section 475.63.
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Section 4. Authentication of Transcript.
4.01. City Proceedings and Records. The officers of the City are authorized and hereby
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, may be deemed representations of the City as to the facts stated
therein.
4.02. Certification as to Official Statement. The Mayor, City Clerk and Finance Director,
or any of them, are hereby 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, as of the date thereof, a complete
and accurate representation of the facts and representations made therein as of the date of the
Official Statement, as it relates to the City and the Bonds.
4.03. Other Certificates. The Mayor, City Clerk, and Finance Director, or any of them,
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, City Clerk, and Finance Director, or any of them, shall also execute and deliver to the
Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall
also execute and deliver a certificate as to payment for and delivery of the Bonds.
4.04. Electronic Signatures. The electronic signature of the Mayor, City Clerk, and
Finance Director to this resolution and to any certificate authorized to be executed hereunder shall
be as valid as an original signature of such party and shall be effective to bind the City thereto.
For purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that
is then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or
a similarly digitally auditable signature gathering process; and (ii) “transmitted by electronic
means” means sent in the form of a facsimile or sent via the internet as a portable document format
(“pdf”) or other replicating image attached to an electronic mail or internet message.
Section 5. Tax Covenants.
5.01. 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
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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.
5.02. 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 unless the Bonds qualify for an exception to the rebate
requirement under the Code and related Treasury Regulations.
5.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Bonds or the Improvements financed by 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.
5.04. 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 City makes the
following factual statements and representations:
(a) the Bonds are not “private activity bonds” as defined in Section 141 of the
Code;
(b) the City hereby designates the Bonds as “qualified tax-exempt obligations”
for purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than
private activity bonds, that are not qualified 501(c)(3) bonds) which will be issued by the
City (and all subordinate entities of the City) during calendar year 2020 will not exceed
$10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar
year 2020 have been designated for purposes of Section 265(b)(3) of the Code.
5.05. 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 6. Book-Entry System; Limited Obligation of City.
6.01. 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 1.04 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
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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.
6.02. 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 Clerk will promptly
deliver a copy of the same to the Registrar and Paying Agent.
6.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter
with respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
6.04. 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
EL185-64-684074.v2
10
authenticate Bond certificates in accordance with this resolution and the provisions hereof will
apply to the transfer, exchange and method of payment thereof.
6.05. 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 7. Continuing Disclosure.
7.01. Execution of Continuing Disclosure Certificate. “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.
7.02. 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 8. Defeasance. When the Bonds and all accrued 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 the Bonds which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full or by depositing
irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose,
cash or securities which are backed by the full faith and credit of the United States of America, or any
other security authorized under Minnesota law for such purpose, bearing interest payable at such times
and at such rates and maturing on such dates and in such amounts as shall be required and sufficient,
subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any
interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if
irrevocable provision shall have been made for permitted prior redemption of such principal amount,
at such earlier redemption date). 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.
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:
EL185-64-684074.v2
11
and the following voted against the same:
Whereupon the resolution was declared duly passed and adopted this 7th day of December, 2020.
By
Its Mayor
Attest:
Its Deputy City Clerk
EL185-64-684074.v2
12
EXHIBIT A
PROPOSALS
EL185-64-684074.v2
A-1
EL185-64-684074.v2
A-2
EXHIBIT B
FORM OF BOND
No. R-_____ $________
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN BOND, SERIES 2020A
Date of
Rate Maturity Date Original Issue CUSIP
February 1, 20__ December 29, 2020 287407
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 set forth above on the Maturity Date specified above, unless called for earlier
redemption, with interest thereon from the date hereof at the annual Rate specified above
(calculated on the basis of a 360-day year of twelve 30 day months), payable February 1 and
August 1 in each year, commencing August 1, 2021, to the person in whose name this Bond is
registered at the close of business on the 15th 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 City may elect on February 1, 2030, and on any day thereafter to prepay Bonds due on
or after February 1, 2031. 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.
EL185-64-684074.v2
B-1
This Bond is one of an issue in the aggregate principal amount of $9,435,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate, denomination and
redemption privilege, all issued pursuant to a resolution adopted by the City Council on December
7, 2020 (the “Resolution”), for the purpose of providing money to aid in financing improvements
to City facilities as outlined in the City’s 2020-2025 Five-Year Capital Improvement Plan,
pursuant to and in full conformity with the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Chapter 475, as amended, specifically section 475.521, and the
principal hereof and interest hereon are payable primarily from ad valorem taxes levied on all
taxable property in the City, as set forth in the Resolution to which reference is made for a full
statement of rights and powers thereby conferred. The full faith and credit of the City are
irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy
additional ad valorem taxes on all taxable property in the City in the event of any deficiency in ad
valorem taxes pledged, 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 City Council has designated the Bonds of which this Bond forms a part as “qualified
tax exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended (the “Code”) relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year of issue.
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.
EL185-64-684074.v2
B-2
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.
Dated: December 7, 2020
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
EL185-64-684074.v2
B-3
Additional abbreviations may also be used though not in the above list.
________________________________________
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”)
or other such “signature guarantee program” as may be determined by the Registrar in addition to,
or in 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.)
EL185-64-684074.v2
B-4
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.
Signature
Date of Registration Registered Owner of Registrar
Cede & Co.
Federal ID #13-2555119
EL185-64-684074.v2
B-5
Post-Sale Tax Levies
Payment PrincipalCouponInterestTotal P+I105% Levy AmountLevy/Collect
DateOverlevyYear
02/01/2022--260,486.72260,486.72273,511.06273,511.06*2020/2021
02/01/2023335,000.005.000%239,222.50574,222.50602,933.63602,933.632021/2022
02/01/2024355,000.005.000%222,472.50577,472.50606,346.13606,346.132022/2023
02/01/2025375,000.005.000%204,722.50579,722.50608,708.63608,708.632023/2024
02/01/2026390,000.005.000%185,972.50575,972.50604,771.13604,771.132024/2025
02/01/2027405,000.005.000%166,472.50571,472.50600,046.13600,046.132025/2026
02/01/2028425,000.004.000%146,222.50571,222.50599,783.63599,783.632026/2027
02/01/2029445,000.004.000%129,222.50574,222.50602,933.63602,933.632027/2028
02/01/2030460,000.004.000%111,422.50571,422.50599,993.63599,993.632028/2029
02/01/2031480,000.002.000%93,022.50573,022.50601,673.63601,673.632029/2030
02/01/2032495,000.001.000%83,422.50578,422.50607,343.63607,343.632030/2031
02/01/2033495,000.001.100%78,472.50573,472.50602,146.13602,146.132031/2032
02/01/2034500,000.001.200%73,027.50573,027.50601,678.88601,678.882032/2033
02/01/2035505,000.001.300%67,027.50572,027.50600,628.88600,628.882033/2034
02/01/2036515,000.001.400%60,462.50575,462.50604,235.63604,235.632034/2035
02/01/2037520,000.001.500%53,252.50573,252.50601,915.13601,915.132035/2036
02/01/2038530,000.001.550%45,452.50575,452.50604,225.13604,225.132036/2037
02/01/2039540,000.001.600%37,237.50577,237.50606,099.38606,099.382037/2038
EXHIBIT C
02/01/2040545,000.001.650%28,597.50573,597.50602,277.38602,277.382038/2039
02/01/2041555,000.001.700%19,605.00574,605.00603,335.25603,335.252039/2040
02/01/2042565,000.001.800%10,170.00575,170.00603,928.50603,928.502040/2041
Total$9,435,000.00-$2,315,966.72$11,750,966.72$12,338,515.06$12,338,515.06-
* To be paid, in part, by a deposit to the debt service fund in the amount of $4,114.04, which represents rounding.
Tax Levy
EL185-64-684074.v2
C-1
STATE OF MINNESOTA )
)
COUNTY OF SHERBURNE ) SS.
)
CITY OF ELK RIVER )
I, the undersigned, being the duly qualified and acting Deputy 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 December
7, 2020, 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
Capital Improvement Plan Bonds, Series 2020A, in the original aggregate principal amount of
$9,435,000.
WITNESS My hand officially as such Deputy City Clerk and the corporate seal of the City
this 7th day of December, 2020.
Deputy City Clerk
City of Elk River, Minnesota
EL185-64-684074.v2
STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR/TREASURER
COUNTY OF SHERBURNE AS TO TAX LEVY
AND REGISTRATION
I, the undersigned County Auditor/Treasurer of Sherburne County, Minnesota, hereby
certify that a certified copy of a resolution adopted by the governing body of the City of Elk River,
Minnesota (the “City”), on December 7, 2020, levying taxes for the payment of General Obligation
Capital Improvement Plan Bonds, Series 2020A, issued in the original aggregate principal amount
of $9,435,000, dated December 29, 2020, has been filed in my office and said bonds have been
entered on the register of obligations in my office and that such tax has been levied as required by
law.
WITNESS My hand and official seal this _____ day of __________, 2020.
COUNTY AUDITOR/TREASURER
SHERBURNE COUNTY, MINNESOTA
By:
Its:
EL185-64-684074.v2
Extract of Minutes of Meeting
of the City Council of the City of
Elk River, Sherburne County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Elk River, Minnesota, was duly held in the City Hall in said City on Monday, December 7,
2020, commencing at 6:30 P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City’s General Obligation Capital
Improvement Plan Refunding Bonds, Series 2020B.
The City Finance Director presented a tabulation of the proposals that had been
received in the manner specified in the Terms of Proposal for the Bonds. The proposals were as
set forth in Exhibit A attached.
After due consideration of the proposals, Member ____________________ then
introduced the following resolution, and moved its adoption:
RESOLUTION NO. 20-___
RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION
CAPITAL IMPROVEMENT PLAN REFUNDING BONDS, SERIES 2020B IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $5,340,000; FIXING THEIR FORM
AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; PROVIDING
FOR THEIR PAYMENT; AND PROVIDING FOR THE REDEMPTION OF BONDS
REFUNDED THEREBY
Section 1. Background; Findings. It is hereby determined that:
(a) the City is authorized by the provisions of Minnesota Statutes, Chapter 475,
as amended (the “Act”) and, particularly, Section 475.67 of the Act to issue and sell its
general obligation bonds to refund outstanding bonds when determined by the City Council
to be necessary and desirable;
EL185-66-684471.v2
(b) pursuant to the Act, including particularly Minnesota Statutes, Section
475.521, the City has heretofore issued its (i) General Obligation Capital Improvement
Plan Bonds, Series 2010A, in the original aggregate principal amount of $7,370,000, which
are dated April 21, 2010, (the “Series 2010A Refunded Bonds”) to acquire the City’s safety
facility and the City Hall facility from the Elk River Economic Development Authority,
Minnesota (the “EDA”) by refunding certain outstanding obligations of the EDA (the
“2010A CIP Improvements”); and (ii) General Obligation Capital Improvement Plan
Bonds, Series 2012A, in the original aggregate principal amount of $6,975,000, which are
dated March 15, 2012, (the “Series 2012A Refunded Bonds” and, together with the Series
2010A Refunded Bonds, the “Refunded Bonds”) to finance a public works facility
expansion and renovation (the “2012A CIP Improvements” and, together with the 2010A
CIP Improvements, the “CIP Improvements”); and
(c) the (i) 2010A Refunded Bonds are currently outstanding in the principal
amount of $1,985,000, of which $1,350,000 in principal amount is callable on or after
February 1, 2021; and (ii) 2012A Refunded Bonds are currently outstanding in the principal
amount of $4,840,000, of which $4,515,000 in principal amount is callable on or after
February 1, 2021, and
(d) it is necessary and desirable that the City issue its $5,340,000 General
Obligation Capital Improvement Plan Refunding Bonds, Series 2020B (the “Bonds”) to
refund in advance of maturity and at their redemption date on February 1, 2021 the (i) 2022
and 2023 maturities of the 2010A Refunded Bonds; and (ii) 2022 to 2033 maturities of the
2012A Refunded Bonds; and
(e) the City is authorized by Section 475.60, subdivision 2(9), of the Act to
negotiate the sale of the Bonds because the City has retained Baker Tilly Municipal
Advisors, LLC as 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.
Section 2. Sale of Bonds.
2.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Co.,
Incorporated, Milwaukee, Wisconsin (the “Purchaser”) to purchase the Bonds 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 $5,905,183.53 (par amount of $5,340,000, plus a premium of $601,585.20 less
underwriter’s discount of $36,401.67), plus accrued interest to date of delivery, if any, for Bonds
bearing interest as follows:
EL185-66-684471.v2
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Year of Interest Year of Interest
Maturity Rate Maturity Rate
2022 5.0% 2028 4.00%
2023 5.00 2029 4.00
2024 5.00 2030 1.00
2025 5.00 2031 1.00
2026 5.00 2032 1.00
2027 5.00 2033 1.10
2.03. 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 Refunding
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.
2.04. 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 $5,340,000, originally dated as of the date
of delivery, in fully registered form and issued in denominations of $5,000 each or any integral
multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing on
February 1 in the years and amounts as follows:
Year Amount Year Amount
2022 $870,000 2028 $355,000
2023 940,000 2029 365,000
2024 295,000 2030 380,000
2025 305,000 2031 385,000
2026 320,000 2032 390,000
2027 340,000 2033 395,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the applicable
Bond(s).
2.05. Optional Redemption. The City may elect on February 1, 2029, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2030. 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.
EL185-66-684471.v2
3
Section 3. Form; Registration.
3.01. 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.
3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made
available for payment, unless (i) the date of authentication is an interest payment date to which interest
has been paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which
case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing August 1, 2021, to the registered owners thereof
th
of record as of the close of business on the 15 day of the immediately preceding month, whether or
not that day is a business day.
3.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent,
authenticating agent and paying agent (the “Registrar”). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of the Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or
exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly endorsed by
the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar 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,
th
however, close the books for registration of any transfer after the 15 day of the month
preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any 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. All Bonds surrendered upon any 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
EL185-66-684471.v2
4
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 at any time registered, as of the applicable record date, in the bond
register as the absolute owner of such 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 such 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 the Registrar 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 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 will not be necessary to issue a new Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written 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) 30 days
prior to the date of redemption to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice
if required by law. Failure to give notice by publication or by mail to any registered owner,
or any defect therein, will not affect the validity of the proceedings for the redemption of
Bonds. Bonds so called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit with the place
of payment at that time.
3.04. Appointment of Initial 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
EL185-66-684471.v2
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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 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.
3.05. 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 any 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 a 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 Finance Director will deliver the same to the Purchaser thereof upon payment
of the purchase price in accordance with the contract of sale heretofore made and executed, and the
Purchaser will not be obligated to see to the application of the purchase price.
3.06. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.07. 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,
Minnesota, which will be complete except as to dating thereof and to cause the opinion to be printed
or accompany each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to
be borrowed and repaid on the Bonds and to provide adequate and specific security for the Purchaser
and holders from time to time of the Bonds, there is hereby created a special fund to be designated
the “General Obligation Capital Improvement Plan Refunding Bonds, Series 2020B Debt Service
Fund” (the “Debt Service Fund”) to be administered and maintained by the Finance Director as a
bookkeeping account separate and apart from all other funds maintained in the official financial
records of the City. The Debt Service Fund will be maintained in the manner herein specified until
all of the Bonds and the interest thereon will have been fully paid. There will be deposited from time
to time in the Debt Service Fund a sufficient amount to pay the principal of and interest on the Bonds
when due, and the Finance Director will report any current or anticipated deficiency in the Debt
Service Fund to the City Council. If a payment of principal or interest on the Bonds becomes due
when there is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director
is directed to pay such principal or interest from other funds of the City, and such fund will be
EL185-66-684471.v2
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reimbursed for those advances out of the proceeds of taxes when collected. There is appropriated to
the Debt Service Fund (i) any amounts paid by the Purchaser over the minimum purchase price, to
the extent designated for deposit in the Debt Service Fund in accordance with Section 2.03 hereof;
(ii) collections of all taxes hereafter levied for the payment of the Bonds and interest thereon; (iii) ad
valorem taxes collected for the payment of the Series 2010A Refunded Bonds pursuant to levies made
in the resolution authorizing the Series 2010A Refunded Bonds (the “2010A Resolution”), which
levies will not be cancelled except as permitted by Section 475.61, subdivision 3 of the Act; (iv) ad
valorem taxes collected for the payment of the Series 2012A Refunded Bonds pursuant to levies made
in the resolution authorizing the Series 2012A Refunded Bonds (the “2012A Resolution” and,
together with the 2010A Resolution, the “Prior Resolutions”), which levies will not be cancelled
except as permitted by Section 475.61, subdivision 3 of the Act; (v) all investment earnings on funds
in the Debt Service Fund; and (vi) any and all other moneys which are properly available and are
appropriated by the City Council to the Debt Service Fund. The amount of any surplus remaining in
the Refunding Fund when the Bonds and interest thereon are paid will be used as provided in Section
475.61, subdivision 4 of the Act.
4.02. Refunding Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01 hereof, will be deposited in a separate fund (the “Refunding Fund”) in an amount
sufficient, together with other available funds applied to such purpose, to redeem the Series 2010A
Refunded Bonds and the Series 2012A Refunded Bonds on February 1, 2021 (the “Redemption
Date”). The Refunding Fund shall be terminated following the redemption of the Refunded Bonds.
Any balance remaining in the Refunding Fund after the redemption of the Refunded Bonds shall
be deposited in the Debt Service Fund herein created.
4.02 Prior Debt Service Funds. The debt service funds heretofore established for the
Refunded Bonds pursuant to the Prior Resolutions, shall be closed following the redemption of the
Refunded Bonds on the Redemption Date and all monies therein shall be transferred to the Debt
Service Fund, herein described.
4.03. Filing. The City Clerk is authorized and directed to file a certified copy of this
resolution with the County Auditor/Treasurer of Sherburne County and to obtain the certificate
required by Section 475.63 of the Act and the tax levy required by law has been made.
4.04 Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolutions relating to the ownership, protection of and other particulars governing the operation and
financial management of the improvements financed by the Bonds and the Refunded Bonds are
restated and confirmed in all respects. The provisions of the Prior Resolutions are hereby
supplemented to the extent necessary to give full effect to the provisions of this resolution.
4.05 Tax Levy; Coverage Test; Cancellation of Certain Tax Levies.
(a) For the purpose of paying the principal of and interest on the Bonds, there is hereby
levied a direct annual irrepealable ad valorem tax 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. Such tax will be credited to the Debt Service Fund above provided and will be in
the years and amounts set forth in EXHIBIT C attached hereto.
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(b) The tax levies are such that if collected in full they 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 Finance Director may annually, at the time the City
makes its tax levies, certify to the County Auditor/Treasurer of Sherburne County,
Minnesota (the “County Auditor”) the amount available in the Debt Service Fund to pay
principal and interest due during the ensuing year, and the County Auditor will thereupon
reduce the levy collectible during such year by the amount so certified in the manner and
to the extent permitted by Section 475.61, subdivision 3 of the Act.
(c) Upon payment in full of all outstanding principal of and interest on the
Refunded Bonds on February 1, 2021, the taxes levied pursuant to the Prior Resolutions
the City Clerk is hereby directed to certify such fact to and request the County Auditor to
cancel any and all tax levies made by the Prior Resolution for collection in 2021 and
thereafter.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. Reduction of Debt Service Cost. The Series 2010A Refunded Bonds will be called
for redemption on the Redemption Date in the amount of $1,350,000 and the Series 2012A
Refunded Bonds will be called for redemption on the Redemption Date in the amount of
$4,515,000. It is hereby found and determined that based upon information presently available
from the City’s municipal advisor, the issuance of the Bonds is consistent with covenants made
with the holders thereof and is necessary and desirable for the reduction of debt service cost to the
City.
5.02. Coverage on the Refunded Bonds. It is hereby found and determined that the
proceeds of the Bonds, along with funds on hand at the City, will be sufficient to pay at maturity
or redemption all of the principal of and accrued interest on the Refunded Bonds.
5.03. Notice of Call for Redemption. The Refunded Bonds maturing on February 1, 2022
and thereafter will be redeemed and prepaid on February 1, 2021 in accordance with their terms and
in accordance with the terms and conditions set forth in the forms of Notices of Call for Redemption
attached hereto as EXHIBITS D and EXHIBIT E which terms and conditions are hereby approved
and incorporated herein by reference. The Registrar for each of the Refunded Bonds is authorized
and directed to send a copy of the respective Notice of Redemption to each registered holder of the
Refunded Bonds.
Section 6. Authentication of Transcript.
6.01. City Proceedings and Records. The officers of the City are authorized and hereby
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
EL185-66-684471.v2
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control, relating to the validity and marketability of the Bonds, and such instruments, including any
heretofore furnished, may be deemed representations of the City as to the facts stated therein.
6.02. Certification as to Official Statement. The Mayor, City Clerk and Finance Director,
or any of them, are hereby 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, as of the date thereof, a complete and
accurate representation of the facts and representations made therein as of the date of the Official
Statement, as it relates to the City and the Bonds.
6.03. Other Certificates. The Mayor, City Clerk, and Finance Director, or any of them,
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, City Clerk, and Finance Director, or any of them, shall also execute and deliver to the
Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall
also execute and deliver a certificate as to payment for and delivery of the Bonds.
6.04. Electronic Signatures. The electronic signature of the Mayor, City Clerk, and
Finance Director to this resolution and to any certificate authorized to be executed hereunder shall
be as valid as an original signature of such party and shall be effective to bind the City thereto.
For purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that
is then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or
a similarly digitally auditable signature gathering process; and (ii) “transmitted by electronic
means” means sent in the form of a facsimile or sent via the internet as a portable document format
(“pdf”) or other replicating image attached to an electronic mail or internet message.
Section 7. Tax Covenants.
7.01. 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.
7.02. Rebate. The City will comply with requirements necessary under the Code to
establish and maintain the exclusion from gross income of the interest on the Bond under Section 103
of the Code, including without limitation requirements relating to temporary periods for investments,
limitations on amounts invested at a yield greater than the yield on the Bonds, and the rebate of excess
EL185-66-684471.v2
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investment earnings to the United States unless the Bonds qualify for an exception to the rebate
requirement under the Code and related Treasury Regulations.
7.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or to cause or permit the facilities financed by the Refunded Bonds 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.
7.04. 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 City makes the
following factual statements and representations:
(a) the Bonds are not “private activity bonds” as defined in Section 141 of the Code;
(b) the Refunded Bonds were previously designated as “qualified tax-exempt
obligations” for purposes of Section 265(b)(3) of the Code, the average maturity of the Bonds is
not longer than the average maturity of the Series 2012A Refunded Bonds or the Series 2010A
Refunded Bonds, and the Bonds mature not later than 30 years after the date of the Series 2012A
Refunded Bonds or the Series 2010A Refunded Bonds were issued and therefore the portion of
the Bonds which does not exceed the outstanding principal amount of the Refunded Bonds is
deemed designated as “qualified tax-exempt obligations” for purposes of Section 265(b)(3) of the
Code;
(c) the City hereby designates the portion of the Bonds exceeding the $1,350,000
outstanding principal balance of the Series 2010A Refunded Bonds plus the $4,515,000
outstanding principal balance of the Series 2012A Refunded Bonds, collectively, 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, that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2020 will not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the City during calendar year
2020 have been designated for purposes of Section 265(b)(3) of the Code; and
(f) the aggregate face amount of the issue of the Bonds is not greater than $10,000,000.
7.05 Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
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Section 8. Book-Entry System; Limited Obligation of City.
8.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 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.
8.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying
Agent will have no responsibility or obligation to any broker dealers, banks and other financial
institutions from time to time for which DTC holds Bonds as securities depository (the “Participants”)
or to any other person on behalf of which a Participant holds an interest in the Bonds, including but
not limited to any responsibility or obligation with respect to (i) the accuracy of the records of DTC,
Cede & Co. or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to
any Participant or any other person (other than a registered owner of Bonds, as shown by the
registration books kept by the Registrar), of any notice with respect to the Bonds, including any notice
of redemption, or (iii) the payment to any Participant or any other person, other than a registered
owner of Bonds, of any amount with respect to principal of, premium, if any, or interest on the Bonds.
The City, the Registrar and the Paying Agent may treat and consider the person in whose name each
Bond is registered in the registration books kept by the Registrar as the holder and absolute owner of
such Bond for the purpose of payment of principal, premium and interest with respect to such Bond,
for the purpose of registering transfers with respect to such Bonds, and for all other purposes. The
Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on 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 Clerk will promptly
deliver a copy of the same to the Registrar and Paying Agent.
8.03. Representation Letter. The City has heretofore executed and delivered to DTC a
Blanket Issuer Letter of Representations (the “Representation Letter”) which will govern payment of
principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any
Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will agree to
take all action necessary for all representations of the City in the Representation Letter with respect
to the Registrar and Paying Agent, respectively, to be complied with at all times.
8.04. Transfers Outside Book-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
EL185-66-684471.v2
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notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, transfer and exchange Bond certificates as requested by DTC and any other registered
owners in accordance with the provisions of this Resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and
discharging its responsibilities with respect thereto under applicable law. In such event, if no
successor securities depository is appointed, the City will issue and the Registrar will authenticate
Bond certificates in accordance with this resolution and the provisions hereof will apply to the
transfer, exchange and method of payment thereof.
8.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments
with respect to principal of, premium, if any, and interest on the Bond and 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 9. Continuing Disclosure.
9.01. 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.
9.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate hereby authorized to be 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.
Section 10. Defeasance. When the Bonds and all accrued 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 the Bonds which are due on any date by depositing with
the Registrar on or before that date a sum sufficient for the payment thereof in full or by depositing
irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for this purpose,
cash or securities which are backed by the full faith and credit of the United States of America, or any
other security authorized under Minnesota law for such purpose, bearing interest payable at such times
and at such rates and maturing on such dates and in such amounts as shall be required and sufficient,
subject to sale and/or reinvestment in like securities, to pay said obligation(s), which may include any
interest payment on such Bond and/or principal amount due thereon at a stated maturity (or if
irrevocable provision shall have been made for permitted prior redemption of such principal amount,
at such earlier redemption date). 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.
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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 this 7th day of December, 2020.
By
Its Mayor
Attest:
Its Deputy City Clerk
EL185-66-684471.v2
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STATE OF MINNESOTA )
)
COUNTY OF SHERBURNE ) SS.
)
CITY OF ELK RIVER )
I, the undersigned, being the duly qualified and acting Deputy 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 December
7, 2020, 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
Capital Improvement Plan Refunding Bonds, Series 2020B, in the original aggregate principal
amount of $5,340,000.
WITNESS My hand officially as such Deputy City Clerk and the corporate seal of the City
this 7th day of December, 2020.
Deputy City Clerk
City of Elk River, Minnesota
EL185-66-684471.v2
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EXHIBIT A
PROPOSALS
A-1
EL185-66-684471.v2
A-2
EL185-66-684471.v2
EXHIBIT B
FORM OF BOND
No. R-____ UNITED STATES OF AMERICA $__________
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN REFUNDING BOND,
SERIES 2020B
Date of
Rate Maturity Date Original Issue CUSIP
February 1, 20__ December 29, 2020 287407
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 set forth above on the Maturity Date specified above, unless called for earlier redemption, with
interest thereon from the date hereof at the annual Rate specified above (calculated on the basis of a
360-day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing
August 1, 2021, to the person in whose name this Bond is registered at the close of business on the
15th 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 City may elect on February 1, 2029, and on any day thereafter to prepay Bonds due on
or after February 1, 2030. 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.
The City Council has designated the Bonds of which this Bond forms a part as “qualified
tax exempt obligations” within the meaning of Section 265(b)(3) of the Internal Revenue Code of
B-1
EL185-66-684471.v2
1986, as amended (the “Code”) relating to disallowance of interest expense for financial
institutions and within the $10 million limit allowed by the Code for the calendar year of issue.
This Bond is one of an issue in the aggregate principal amount of $5,340,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate, denomination and
redemption privilege, all issued pursuant to a resolution adopted by the City Council on December
7, 2020 (the “Resolution”), for the purpose of refunding the outstanding principal amount of
certain general obligation bonds of the City, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Chapter 475, as
amended, specifically Section 475.67, subdivision 3. The principal hereof and the interest hereon
are payable from ad valorem taxes levied on all taxable property in the City, all as set forth in the
Resolution to which reference is made for a full statement of rights and powers thereby conferred.
The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City
Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City
in the event of any deficiency in ad valorem taxes pledged, which taxes may be levied without
limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds
in denominations of $5,000 or any integral multiple thereof of single maturities.
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.
B-2
EL185-66-684471.v2
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.
Dated: December 7, 2020
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.
________________________________________
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EL185-66-684471.v2
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
________________________________________ the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint _________________________ attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor’s signature to this assignment must correspond with the name
as it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program (“STAMP”), the Stock Exchange Medallion
Program (“SEMP”), the New York Stock Exchange, Inc. Medallion Signatures Program (“MSP”)
or other such “signature guarantee program” as may be determined by the Registrar in addition to,
or in 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
identifying number of assignee
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EL185-66-684471.v2
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.
Date of Registration Registered Owner Signature of Registrar
Cede & Co.
_____________, 2020 Federal ID #13-2555119
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EL185-66-684471.v2
Post-Sale Tax Levies
Payment PrincipalCouponInterestTotal P+I105% Levy Levy/Collect
DateOverlevyAmountYear
02/01/2022870,000.005.000%215,812.331,085,812.331,140,102.951,140,102.952020/2021
02/01/2023940,000.005.000%154,695.001,094,695.001,149,429.751,149,429.752021/2022
02/01/2024295,000.005.000%107,695.00402,695.00422,829.75422,829.752022/2023
02/01/2025305,000.005.000%92,945.00397,945.00417,842.25417,842.252023/2024
02/01/2026320,000.005.000%77,695.00397,695.00417,579.75417,579.752024/2025
02/01/2027340,000.005.000%61,695.00401,695.00421,779.75421,779.752025/2026
02/01/2028355,000.004.000%44,695.00399,695.00419,679.75419,679.752026/2027
02/01/2029365,000.004.000%30,495.00395,495.00415,269.75415,269.752027/2028
02/01/2030380,000.001.000%15,895.00395,895.00415,689.75415,689.752028/2029
02/01/2031385,000.001.000%12,095.00397,095.00416,949.75416,949.752029/2030
02/01/2032390,000.001.000%8,245.00398,245.00418,157.25418,157.252030/2031
02/01/2033395,000.001.100%4,345.00399,345.00419,312.25419,312.252031/2032
Total$5,340,000.00-$826,307.33$6,166,307.33$6,474,622.70$6,474,622.70-
EXHIBIT C
TAX LEVY
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EL185-66-684471.v2
EXHIBIT D
NOTICE OF CALL FOR REDEMPTION
$7,370,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN BONDS, SERIES 2010A
CITY OF ELK RIVER
SHERBURNE COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Elk River,
Sherburne County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1, 2021
all outstanding bonds of the City designated as General Obligation Capital Improvement Plan
Bonds, Series 2010A, dated as of April 21, 2010, having stated maturity dates of February 1 in the
years 2022 and 2023, totaling $1,350,000 in principal amount, and with the following CUSIP
numbers:
Year of Maturity Amount CUSIP
2022 $660,000 287407 T67
2023 690,000 287407 T75
The Bonds are being called at a price of par plus accrued interest to February 1, 2021, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of U.S. Bank National
Association, in the City of St. Paul, Minnesota, on or before February 1, 2021, at the following
address:
If by mail: If by hand or overnight:
U.S. Bank National Association U.S. Bank National Association
rd
Corporate Trust Operations, 3 Floor 60 Livingston Avenue
P.O. Box 64111 EP-MN-WS3C
st
St. Paul, MN 55164-0111 Bond Drop Window, 1 Floor
St. Paul, MN 55107
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2003, the City is required to withhold a specified percentage of the principal amount of the
redemption price payable to the holder of any Bonds subject to redemption and prepayment on the
Redemption Date, unless the City is provided with the Social Security Number or Federal
Employer Identification Number of the holder, properly certified. Submission of a fully executed
Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the
requirements of this paragraph.
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EL185-66-684471.v2
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Additional information may be obtained from:
U.S. Bank National Association
Corporate Trust Division
Bondholder Services (800) 525-8574
Dated: December 7, 2020.
BY ORDER OF THE CITY COUNCIL
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EL185-66-684471.v2
EXHIBIT E
NOTICE OF CALL FOR REDEMPTION
$6,975,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT
PLAN BONDS, SERIES 2012A
CITY OF ELK RIVER
SHERBURNE COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Elk River,
Sherburne County, Minnesota, there have been called for redemption and prepayment on
FEBRUARY 1, 2021
all outstanding bonds of the City designated as General Obligation Capital Improvement Plan
Bonds, Series 2012A, dated as of March 15, 2012, having stated maturity dates of February 1 in
the years 2022 through 2033, both inclusive, totaling $4,515,000 in principal amount, and with the
following CUSIP numbers:
Year of Maturity Amount CUSIP
2022 $335,000 287407 U81
2023 340,000 287407 U99
2024 350,000 287407 V23
2025 355,000 287407 V31
2026 360,000 287407 V49
2027 370,000 287407 V56
2028 380,000 287407 V64
2029 385,000 287407 V72
2030 395,000 287407 V80
2031 405,000 287407 V98
2032 415,000 287407 W22
2033 425,000 287407 W30
The Bonds are being called at a price of par plus accrued interest to February 1, 2021, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the office of U.S. Bank National
Association, in the City of St. Paul, Minnesota, on or before February 1, 2021, at the following
address:
If by mail: If by hand or overnight:
U.S. Bank National Association U.S. Bank National Association
rd
Corporate Trust Operations, 3 Floor 60 Livingston Avenue
P.O. Box 64111 EP-MN-WS3C
st
St. Paul, MN 55164-0111 Bond Drop Window, 1 Floor
St. Paul, MN 55107
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EL185-66-684471.v2
Important Notice: In compliance with the Economic Growth and Tax Relief Reconciliation
Act of 2003, the City is required to withhold a specified percentage of the principal amount of the
redemption price payable to the holder of any Bonds subject to redemption and prepayment on the
Redemption Date, unless the City is provided with the Social Security Number or Federal
Employer Identification Number of the holder, properly certified. Submission of a fully executed
Request for Taxpayer Identification Number and Certification, Form W-9, will satisfy the
requirements of this paragraph.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any Bond.
It is included solely for convenience of the Holders.
Additional information may be obtained from:
U.S. Bank National Association
Corporate Trust Division
Bondholder Services (800) 525-8574
Dated: December 7, 2020.
BY ORDER OF THE CITY COUNCIL
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EL185-66-684471.v2
STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR/TREASURER
COUNTY OF SHERBURNE AS TO TAX LEVY
AND REGISTRATION
I, the undersigned County Auditor/Treasurer of Sherburne County, Minnesota, hereby certify
that a certified copy of a resolution adopted by the governing body of the City of Elk River, Minnesota
(the “City”), on December 7, 2020, levying taxes for the payment of the City’s $5,340,000 General
Obligation Capital Improvement Plan Refunding Bonds, Series 2020B dated December 29, 2020, has
been filed in my office and said bonds have been entered on the register of obligations in my office
and that such tax has been levied as required by law.
I further certify that the tax levies for the City’s General Obligation Capital Improvement Plan
Bonds, Series 2010A and the General Obligation Capital Improvement Plan Bonds, Series 2012A
will be canceled to the extent set forth in the resolution.
WITNESS My hand and official seal this _____ day of __________, 2020.
COUNTY AUDITOR/TREASURER
SHERBURNE COUNTY, MINNESOTA
By:
Its:
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EL185-66-684471.v2
Extract of Minutes of Meeting
of the City Council of the
City of Elk River, Sherburne County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of
Elk River, Minnesota, was duly held in the City Hall in said City on Monday, December 7, 2020,
commencing at 6:30 P.M.
The following members were present:
and the following were absent:
* * * * * * * * *
The Mayor announced that the next order of business was consideration of the proposals
which had been received for the purchase of the City’s Taxable General Obligation Sewer Revenue
Refunding Bonds, Series 2020C.
The City Finance Director presented a tabulation of the proposals that had been received in
the manner specified in the Terms of Proposal for the Bonds. The proposals were as set forth in
Exhibit A attached.
EL185-67-688304.v2
After due consideration of the proposals, Member ____________ then introduced the
following resolution, and moved its adoption.
RESOLUTION NO. 20-___
RESOLUTION AWARDING THE SALE OF TAXABLE GENERAL
OBLIGATION SEWER REVENUE REFUNDING BONDS, SERIES 2020C IN THE
ORIGINAL AGGREGATE PRINCIPAL AMOUNT OF $7,200,000;
FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND
DELIVERY; PROVIDING FOR THEIR PAYMENT; AND PROVIDING FOR THE
REDEMPTION OF BONDS REFUNDED THEREBY.
Section 1. Background; Findings.
1.01. It is hereby determined that:
(a) the City is authorized by the provisions of Minnesota Statutes, Chapter
475, as amended (the “Act”) and particularly Section 475.67, Subdivision 13 of the Act
to issue and sell its general obligation bonds to refund outstanding bonds when
determined by the City Council to be necessary and desirable;
(b) the City has heretofore issued its General Obligation Sewer Revenue
Bonds, Series 2014B in the original aggregate principal amount of $10,000,000 (the
“Refunded Bonds”) to finance wastewater facility improvement project;
(c) it is necessary and desirable that the City issue approximately $7,200,000
Taxable General Obligation Sewer Revenue Refunding Bonds, Series 2020C
(the “Bonds”) to refund in advance of maturity and at their redemption date the 2023 to
2035 maturities of the Refunded Bonds, dated August 21, 2014, currently outstanding in
the principal amount of $7,930,000, of which $7,040,000 in the principal amount is
callable on February 1, 2022; and
(d) the City is authorized by Section 475.60, subdivision 2(9), of the Act to
negotiate the sale of the Bonds because the City has retained Baker Tilly Municipal
Advisors, LLC as 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.
Section 2. Sale of Bonds.
2.01. Award to the Purchaser and Interest Rates. The proposal of UMB Bank, N.A.,
Kansas City, Missouri (the “Purchaser”) to purchase the Bonds 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
EL185-67-688304.v2
2
$7,182,547.19 (par amount of $7,200,000, plus a premium of $34,704.70, less underwriter’s
discount of $52,157.51), for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2023 1.00% 2030 1.25%
2024 1.00 2031 1.35
2025 1.00 2032 1.45
2026 1.00 2033 1.55
2027 1.00 2034 1.65
2028 1.00 2035 1.70
2029 1.15
2.02. 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 Escrow 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.
2.03. 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 $7,200,000, originally dated as of the
date of delivery, in fully registered form and issued in denominations of $5,000 each or any integral
multiple thereof, numbered No. R-1 and upward, bearing interest as above set forth, and maturing
on February 1 in the years and amounts as follows:
Year Amount Year Amount
2023 $520,000 2030 $555,000
2024 520,000 2031 565,000
2025 530,000 2032 570,000
2026 535,000 2033 585,000
2027 535,000 2034 590,000
2028 545,000 2035 605,000
2029 545,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
2.04. Optional Redemption. The City may elect on February 1, 2030, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2031. 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 8 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
EL185-67-688304.v2
3
each participant will then select by lot the beneficial ownership interests in such maturity to be
redeemed. Prepayments will be at a price of par plus accrued interest.
Section 3. Form; Registration.
3.01. 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.
3.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Bond has been paid or
made available for payment, unless (i) the date of authentication is an interest payment date to
which interest has been paid or made available for payment, in which case the Bond will be dated as
of the date of authentication, or (ii) the date of authentication is prior to the first interest payment
date, in which case the Bond will be dated as of the date of original issue. The interest on the Bonds
is payable on February 1 and August 1 of each year, commencing August 1, 2021, to the registered
owners thereof of record as of the close of business on the 15th day of the immediately preceding
month, whether or not that day is a business day.
3.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer
agent, authenticating agent and paying agent (the “Registrar”). The effect of registration and the
rights and duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will 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 any Bond duly endorsed
by the registered owner thereof or accompanied by a written instrument of transfer, in form
satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney
duly authorized by the registered owner in writing, the Registrar 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 15th day of the
month preceding each interest payment date and until that interest payment date.
(c) Exchange of Bonds. Whenever any 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. All Bonds surrendered upon any 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
EL185-67-688304.v2
4
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 at any time registered, as of the applicable record date, in the bond
register as the absolute owner of such 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 such 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 the Registrar 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 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 will not be necessary to issue a new
Bond prior to payment.
(i) Redemption. In the event any of the Bonds are called for redemption,
written 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) 30 days
prior to the date of redemption to the registered owner of each Bond to be redeemed at the
address shown on the registration books kept by the Registrar and by publishing the notice if
required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of
Bonds. Bonds so called for redemption will cease to bear interest after the specified
redemption date, provided that the funds for the redemption are on deposit with the place of
payment at that time.
3.04. Appointment of Initial Registrar. The City appoints U.S. Bank National
Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Clerk are
EL185-67-688304.v2
5
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 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.
3.05. 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 any 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 a 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 Finance Director will deliver the same to the
Purchaser thereof upon payment of the purchase price in accordance with the contract of sale
heretofore made and executed, and the Purchaser will not be obligated to see to the application of
the purchase price.
3.06. Form of Bond. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.07. 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, Minnesota, which will be complete except as to dating thereof and to cause the
opinion to be printed or accompany each Bond.
Section 4. Payment; Security; Escrow.
4.01. Funds and Accounts. For the convenience and proper administration of the moneys
to be borrowed and repaid on the Bonds and the Refunded Bonds, and to provide adequate and
specific security for the Purchaser and holders from time to time of the Bonds and Refunded Bonds,
there is hereby created a special fund to be designated the Taxable General Obligation Sewer
Revenue Refunding Bonds, Series 2020C Fund (the “Fund”) to be administered and maintained by
the Finance Director as a bookkeeping account separate and apart from all other funds maintained in
the official financial records of the City. The Fund will be maintained in the manner herein
specified until all of the Refunded Bonds have been paid and until all of the Bonds and the interest
EL185-67-688304.v2
6
thereon will have been fully paid. There will be maintained in the Fund two separate accounts, to
be designated the Escrow Account and Debt Service Account.
(a) Escrow Account. Pursuant to an escrow agreement (the “Escrow
Agreement”) with Zions Bancorporation, National Association, Chicago, Illinois (the
“Escrow Agent”) the City will establish and maintain an escrow account (the “Escrow
Account”). The Escrow Agent 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 as
the escrow agent for the Escrow Account. All proceeds of the sale of the Bonds (less
amounts deposited in the Debt Service Account under Section 4.01(b)) 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, to pay when due the
interest to accrue on each Bond to and including February 1, 2022 (the “Redemption Date”),
and to pay on the Redemption Date the principal amount of each of the Refunded Bonds, by
transferring to the Registrar sufficient funds to make such payment. From the Escrow
Account there will be paid (i) all interest paid on, or to be paid on, or to accrue on, the
Bonds to and including the Redemption Date, and (ii) the principal of the Refunded Bonds
due by reason of redemption on the Redemption Date. The moneys in the Escrow Account
will be used solely for, and the Escrow Account will be irrevocably appropriated to, the
purposes herein set forth and in the Escrow Agreement and for no other purpose, except that
any surplus in the Escrow Account may be remitted to the City, all in accordance with the
Escrow Agreement. Any moneys remitted to the City upon termination of the Escrow
Agreement will be deposited in the Debt Service Account.
(b) Debt Service Account. To the Debt Service Account there is hereby pledged
and irrevocably appropriated and there will be credited: (i) any amounts paid by the
Purchaser over the minimum purchase price, to the extent designated for deposit in the Debt
Service Fund in accordance with Section 2.03 hereof; (ii) any balance remitted to the City
upon the termination of the Escrow Agreement; (iii) any balance remaining on February 2,
2022, in the debt service fund created by the City Council resolution authorizing the
issuance and sale of the Refunded Bonds (the “Prior Resolution”); (iv) any collections of all
taxes hereafter levied for the payment of the Bonds and interest thereon; (v) all investment
earnings on funds in the Debt Service Account; (vi) accrued interest (if any) received upon
delivery of the Bonds, and any other proceeds of the Bonds to the extent not required to fund
the Escrow Account; (vii) after the Redemption Date, net revenues of the municipal sewer
system pledged to the repayment of the Bonds; and (viii) any and all other moneys which
are properly available and are appropriated by the City Council 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. There will be deposited from time to time in the Debt Service Fund a sufficient amount
EL185-67-688304.v2
7
to pay the principal of and interest on the Bonds when due, and the Finance Director will
report any current or anticipated deficiency in the Debt Service Fund to the City Council. If
a payment of principal or interest on the Bonds becomes due when there is not sufficient
money in the Debt Service Fund to pay the same, the City Finance Director is directed to
pay such principal or interest from other funds of the City, and such fund will be reimbursed
for those advances out of the proceeds of taxes when collected.
4.02 Sewer Fund. The City has created and will continue to operate its Sewer Fund to
which will be credited all gross revenues of the sewer plant and system (the “Sewer System”) and
out of which will be paid all normal and reasonable expenses of current operations of the sewer
plant and system. Any balance therein is deemed “net revenues” and will be transferred, from time
to time after the Redemption Date, to the Debt Service Account, in an amount sufficient to pay
principal of and interest on the Bonds and any other bonds similarly authorized.
4.03. Findings. It is hereby found and determined that based upon information presently
available from the City’s municipal advisors, the issuance of the Bonds will result in a reduction of
debt service cost to the City 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.
4.04. 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 City 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 by necessary to provide full
and timely payment of the debt service on the Bonds, the City shall, pursuant to the authority
described in this paragraph, levy an ad valorem tax on all taxable property within the City sufficient
for such purposes.
4.05. Pledge of Tax Levy. It is determined that estimated collection of net revenues of
the sewer system for the payment of principal and interest on the Bonds after the Redemption
Date will produce at least 5% in excess of the amount needed to meet when due, the principal
and interest payments on the Bonds maturing after the Redemption Date, and that no tax levy is
needed at this time.
4.06. Filing. The City Clerk is authorized and directed to file a certified copy of this
resolution with the County Auditor/Treasurer of Sherburne County and to obtain the certificate
required by Section 475.63 of the Act and the tax levy required by law has been made.
4.07 Prior Resolution Pledges. The pledges and covenants of the City made by the Prior
Resolution relating to the ownership, protection of and other particulars governing the operation and
EL185-67-688304.v2
8
financial management of the municipal sewer system and the improvements thereto financed by the
Bonds and the Refunded Bonds are restated and confirmed in all respects. The provisions of the
Prior Resolution are hereby supplemented to the extent necessary to give full effect to the provisions
of this resolution.
Section 5. Refunding; Findings; Redemption of Refunded Bonds.
5.01. 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 amount needed to fund the Escrow Account and pay
costs of issuance are appropriated to the Debt Service Account in accordance with Section 4.01(b).
5.02. 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.
5.03. 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 City is hereby authorized and directed to purchase for and on behalf
of the City 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.
5.04. Notice of Redemption. The Refunded Bonds maturing on February 1, 2023 and
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
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.
5.05. Escrow Agreement. On or prior to the delivery of the Refunding Bonds, the Mayor
and City Clerk are hereby authorized and directed to execute the Escrow Agreement on behalf of
the City in substantially the form now on file with the City Clerk. All essential terms and conditions
of the Escrow Agreement including payment by the City of reasonable charges for the services of
the Escrow Agent, are hereby approved and adopted and made a part of this resolution, and the City
covenants that it will promptly enforce all provisions thereof in the event of default thereunder by
the Escrow Agent.
Section 6. Authentication of Transcript.
6.01. City Proceedings and Records. The officers of the City are authorized and hereby
directed to prepare and furnish to the Purchaser and to the attorneys approving the Bonds, certified
EL185-67-688304.v2
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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, may be deemed representations of the City as to the facts stated
therein.
6.02. Certification as to Official Statement. The Mayor, City Clerk and Finance Director,
or any of them, are hereby 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, as of the date thereof, a complete
and accurate representation of the facts and representations made therein as of the date of the
Official Statement, as it relates to the City and the Bonds.
6.03. Other Certificates. The Mayor, City Clerk, and Finance Director, or any of them,
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, City Clerk, and Finance Director, or any of them, shall also execute and deliver to the
Purchaser a suitable certificate as to absence of material litigation, and the Finance Director shall
also execute and deliver a certificate as to payment for and delivery of the Bonds.
6.04. Electronic Signatures. The electronic signature of the Mayor, City Clerk, and
Finance Director to this resolution and to any certificate authorized to be executed hereunder shall
be as valid as an original signature of such party and shall be effective to bind the City thereto. For
purposes hereof, (i) “electronic signature” means (a) a manually signed original signature that is
then transmitted by electronic means or (b) a signature obtained through DocuSign or Adobe or a
similarly digitally auditable signature gathering process; and (ii) “transmitted by electronic means”
means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”)
or other replicating image attached to an electronic mail or internet message.
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
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10
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 Clerk 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 will govern payment
of principal of, premium, if any, and interest on the Bonds and notices with respect to the Bonds.
Any Paying Agent or Registrar subsequently appointed by the City with respect to the Bonds will
agree to take all action necessary for all representations of the City in the Representation Letter with
respect to the Registrar and Paying Agent, respectively, to be complied with at all times.
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.
EL185-67-688304.v2
11
Section 8. Continuing Disclosure.
8.01. 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.
8.02. Execution of Continuing Disclosure Certificate. “Continuing Disclosure
Certificate” means that certain Continuing Disclosure Certificate hereby authorized to be
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.
Section 9. Defeasance. When the Bonds and all accrued 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 the Bonds which are due on any date by depositing
with the Registrar on or before that date a sum sufficient for the payment thereof in full or by
depositing irrevocably in escrow, with a suitable institution qualified by law as an escrow agent for
this purpose, cash or securities which are backed by the full faith and credit of the United States of
America, or any other security authorized under Minnesota law for such purpose, bearing interest
payable at such times and at such rates and maturing on such dates and in such amounts as shall be
required and sufficient, subject to sale and/or reinvestment in like securities, to pay said
obligation(s), which may include any interest payment on such Bond and/or principal amount due
thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior
redemption of such principal amount, at such earlier redemption date). 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.
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 this 7th day of December, 2020.
EL185-67-688304.v2
12
By
Its Mayor
Attest:
Its Deputy City Clerk
EL185-67-688304.v2
13
STATE OF MINNESOTA )
)
COUNTY OF SHERBURNE )
) SS.
CITY OF ELK RIVER )
I, the undersigned, being the duly qualified and acting Deputy City Clerk of the City of Elk
River, Sherburne County, Minnesota, 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
December 7, 2020 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 $7,200,000, Taxable
General Obligation Sewer Revenue Refunding Bonds, Series 2020C of the City.
WITNESS My hand officially as such Deputy City Clerk of the City this 7th day of
December, 2020.
Deputy City Clerk
EL185-67-688304.v2
EXHIBIT A
PROPOSALS
A-1
EL185-67-688304.v2
A-2
EL185-67-688304.v2
EXHIBIT B
FORM OF BOND
No. R-____ UNITED STATES OF AMERICA $__________
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
TAXABLE GENERAL OBLIGATION SEWER REVENUE REFUNDING BOND,
SERIES 2020C
Date of
Rate Maturity Date Original Issue CUSIP
February 1, 20__ December 29, 2020 287407
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 set forth above on the Maturity Date specified above, unless called for earlier
redemption, with interest thereon from the date hereof at the annual Rate specified above (calculated
on the basis of a 360-day year of twelve 30 day months), payable February 1 and August 1 in each
year, commencing August 1, 2021, to the person in whose name this Bond is registered at the close
of business on the 15th 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 City may elect on February 1, 2030, and on any date thereafter to prepay Bonds due on
or after February 1, 2031. 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.
B-1
EL185-67-688304.v2
This Bond is one of an issue in the aggregate principal amount of $7,200,000 all of like
original issue date and tenor, except as to number, maturity date, interest rate, redemption
privilege and denomination, all issued pursuant to a resolution adopted by the City Council on
December 7, 2020 (the “Resolution”), for the purpose of providing money for a crossover
advance refunding of callable maturities of the City’s General Obligation Sewer Revenue Bonds,
Series 2014B, pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, Section 115.46, Sections 475.67, Subdivisions 3 and
13, Section 444.075 and Chapter 475. The interest hereon is payable until the Redemption Date,
primarily out of the Escrow Account in the City’s Taxable General Obligation Sewer Revenue
Refunding Bonds, Series 2020C Fund and after the Redemption Date from net revenues of the
sewer system of the City in a special debt service fund of the City, as set forth in the Resolution
to which reference is made for a full statement of rights and powers thereby conferred. The full
faith and credit of the City are irrevocably pledged for payment of this Bond and the City
Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City
in the event of any deficiency in net sewer revenues pledged, which taxes may be levied without
limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds
in denominations of $5,000 or any integral multiple thereof of single maturities.
IT IS HEREBY CERTIFIED AND RECITED That in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the sewer system free from
competition by other like utilities; that adequate insurance on said sewer system and suitable fidelity
bonds on employees will be carried; that proper and adequate books of account will be kept
showing all receipts and disbursements relating to the Sewer Fund, into which it will pay all of the
gross revenues from the sewer system; that it will also create and maintain a Debt Service Account
in the Taxable General Obligation Sewer Revenue Refunding Bonds, Series 2020C Fund, into
which it will pay, out of the net revenues from the sewer system a sum sufficient to pay principal
hereof and interest hereon when due; and that it will provide, by ad valorem tax levies, for any
deficiency in required net sewer system revenues.
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.
B-2
EL185-67-688304.v2
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.
B-3
EL185-67-688304.v2
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.
Dated: December 7, 2020
CITY OF ELK RIVER, MINNESOTA
(Facsimile) (Facsimile)
City Clerk Mayor
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
B-4
EL185-67-688304.v2
_________________________________
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 Bond
on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
B-5
EL185-67-688304.v2
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
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.
Date of Registration Registered Owner Signature of Registrar
Cede & Co.
Federal ID #13-2555119
B-6
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STATE OF MINNESOTA CERTIFICATE OF COUNTY
AUDITOR/TREASURER
COUNTY OF SHERBURNE AS TO REGISTRATION
I, the undersigned County Auditor/Treasurer of Anoka County, Minnesota, hereby certify
that a certified copy of a resolution adopted by the governing body of the City of Elk River,
Minnesota, on December 7, 2020, relating to the $7,200,000 Taxable General Obligation Sewer
Revenue Refunding Bonds, Series 2020C of said municipality dated January 12, 2017, has been
filed in my office and said bonds have been entered on the register of obligations in my office.
WITNESS My hand and official seal this _____ day of December, 2020.
COUNTY AUDITOR/TREASURER
SHERBURNE COUNTY, MINNESOTA
By:
Its:
(SEAL)
EL185-67-688304.v2
EL185-67-687630.v1
CROSSOVER REFUNDING ESCROW AGREEMENT
GENERAL OBLIGATION SEWER REVENUE
BONDS, SERIES 2014B
THIS AGREEMENT, dated December __, 2020, made pursuant to Minnesota Statutes,
Section 475.67, Subdivision 13 (the “Act”) and executed by and between the City of Elk River,
Sherburne County, Minnesota (the “City”), and Zions Bancorporation, National Association,
Chicago, Illinois, a ______________ corporation whose deposits are insured by the Federal
Deposit Insurance Corporation and whose capital and surplus is not less than $500,000
(the “Escrow Agent”):
WITNESSETH: That the parties hereto recite and, in consideration of the mutual
covenants contained herein, covenant and agree as follows:
1. The City, in accordance with a resolution adopted by its governing body on
December 7, 2020, entitled “A Resolution Awarding the Sale of Taxable General Obligation
Sewer Revenue Refunding Bonds, Series 2020C; in the Original Aggregate Principal Amount of
$7,295,000, Fixing Their Form and Specifications; Directing Their Execution and Delivery;
Providing for Their Payment; Providing for the Escrowing and Investment of the Proceeds
Thereof; and Providing for the Redemption of Bonds Refunded Thereby” (the “Resolution”), a
certified copy of which has been filed with the Escrow Agent, has provided for the refunding of
the City’s $10,000,000 General Obligation Sewer Revenue Bonds, Series 2014B, dated August
21, 2014, of which $7,040,000 in principal amount is subject to redemption and prepayment on
February 1, 2022 (the “Refunded Bonds”), by the issuance and sale of refunding obligations,
designated as “Taxable General Obligation Sewer Revenue Refunding Bonds, Series 2020C”
(the “Refunding Bonds”).
2. The City has also, in accordance with the Resolution, issued and sold the
Refunding Bonds in the principal amount of $7,295,000, and has received proceeds of the Bonds
in the amount of $____________ (par amount of $7,295,000, plus a premium of $__________,
less underwriter’s discount of $__________). The City has deposited proceeds of the Bonds less
(a) the amount of $__________ to be applied by the City to payment of costs of issuance of the
Refunding Bond, and (b) the amount of $___________ representing the rounding amount, to be
transferred to the City for deposit in the Debt Service Account, plus $__________ transferred
from debt service fund of the Refunded Bonds in the aggregate amount of $____________ with
the Escrow Agent to be allocated as follows: (i) the amount of $___________ in the Escrow
Account (as defined herein) shall be invested in securities which are general obligations of the
United States, securities whose principal and interest payments are guaranteed by the United
States, and securities issued by agencies of the United States (collectively, the “Federal
Securities”), as described in the Escrow Verification Report which is attached hereto, marked
Exhibit A and made a part hereof; and (ii) the amount of $______ in the Escrow Account to be
held by the Escrow Agent as the initial cash deposit in the Escrow Account to remain uninvested.
The Federal Securities and initial cash deposit will be irrevocably deposited with the Escrow
EL185-67-687630.v1 2
Agent on the date of this Agreement. It is understood and agreed that the dates and amounts of
payments of principal and interest due on the Federal Securities so deposited are as indicated in
Exhibit A, and that the principal and interest payments due on such securities together with the
initial cash deposit are such as to provide the funds required to pay all inte rest payable on the
Refunding Bonds to the date on which any of the Refunded Bonds have been directed to be
prepaid, as stated in the Resolution and to pay the redemption price of the Refunded Bonds on
such date.
3. The Federal Securities have been irrevocably deposited with the Escrow Agent
who acknowledges receipt of the deposits described in paragraph 2 hereof and agrees that it will
hold such amounts, other than amounts to be used for costs of issuance, in a special escrow
account (the “Escrow Account”) created by the Resolution in the name of the City, and will
collect and receive on behalf of the City all payments of principal of and interest on any
investment of such amounts and securities and will remit from the Escrow Account (i) to the
U.S. Bank National Association, in St. Paul, Minnesota (the “Paying Agent”) for the Refunding
Bonds the funds required from time to time for the payment of interest on the Refunding Bonds
to the date of the redemption of the Refunded Bonds which is February 1, 2022
(the “Redemption Date”); and (ii) to the Paying Agent for the Refunded Bonds the funds needed
for the redemption and prepayment of the outstanding principal amount of the Refunded Bonds
as due by reason of redemption on the Redemption Date. After provision for payment of all
remaining Refunded Bonds, the Escrow Agent will remit any remaining funds in the Escrow
Account to the City.
4. In order to insure continuing compliance with the Internal Revenue Code of 1986,
as amended, and regulations promulgated thereunder (collectively, the “Code”), the Escrow
Agent agrees that it will not invest any cash deposits or reinvest any cash received in payment of
the principal of and interest on the Federal Securities held in the Escrow Account unless and
until an opinion is received by Escrow Agent from nationally recognized bond counsel that
investments or reinvestments, as specified in said opinion, may be made in a manner consistent
with the Code. Investment or reinvestment, if any, of amounts in the Escrow Account made
pursuant to this paragraph may be made only at the further direction of the City Finance Director
and 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, to pay when due the interest to accrue on the
Refunding Bonds, and to pay on the Redemption Date the principal amount of the Refunded
Bonds then outstanding. Securities purchased from the monies in the Escrow Account will be
limited to securities specified in Minnesota Statutes, Section 475.67, Subdivision 8. The Escrow
Agent, as agent for the City, shall purchase any such securities for and on behal f of the City and
in its name.
5. The Escrow Agent expressly waives any lien upon or claim against the moneys
and investments in the Escrow Account.
6. If at any time it shall appear to the Escrow Agent that the money in the Escrow
Account allocable for such use hereunder will not be sufficient to make any interest payment due
EL185-67-687630.v1 3
to the holders of any of the Refunding Bonds, or principal payment due to the holders of any of
the Refunded Bonds, the Escrow Agent shall immediately notify the City. The City thereupon
shall forthwith deposit in Escrow Account from funds on hand and legally available to it such
additional funds as may be required to meet fully the amount to become due and payable. The
City acknowledges its obligation to levy ad valorem taxes on all taxable property in the City to
the extent required to produce moneys necessary for this purpose. The City and the Escrow
Agent acknowledge receipt of a verification report from _____________, ______. ________,
certified public accountants, dated December __, 2020, which is attached hereto, marked Exhibit
A and made a part hereof, to the effect that such cash and securities are suf ficient to comply with
the requirements of the Act.
7. The City will not repeal or amend the Resolution which calls the Refunded Bonds
for redemption on the Redemption Date. The Escrow Agent shall cause the Notice of Call for
redemption attached hereto as Exhibit B to be mailed not more than 60 days prior to the
Redemption Date to the paying agent for the Refunded Bonds for the purpose of giving notice
not less than 30 days prior to the Redemption Date to the registered owners of the Refunded
Bonds to be redeemed, at their addresses appearing in the bond register and also to the bank at
which the principal and interest on the Refunded Bonds are then payable.
8. The Escrow Agent shall cause the Notices of Defeasance attached hereto as Exhibit
C to be filed with the Municipal Securities Rulemaking Board within 10 business days of the
issuance of the Refunding Bonds.
9. On or before January 15, 2022, and on or before January 15 of each year
thereafter until termination of the Escrow Account, the Escrow Agent shall submit to the City a
report covering all money it shall have received and all payments it shall have made or caused to
be made hereunder during the preceding 12 months. Such report shall also list all obligations
held in the Escrow Account and the amount of money on hand in the Escrow Account on the
January 15 of each year.
10. It is recognized and agreed that title to the cash and Federal Securities, if any,
held in the Escrow Account from time to time shall remain vested in the City but subject always
to the prior charge and lien thereon of this Agreement and the use thereof required to be made by
this Agreement. The Escrow Agent shall hold all such money and obligations in a special
escrow account separate and wholly segregated from all other funds and securities of the Escrow
Agent, and shall never commingle such money or securities with other money or securities. It is
understood and agreed that the responsibility of the Escrow Agent under this Agreement is
limited to the safekeeping and segregation of the funds and securities deposited with it in the
Escrow Account, and the collection of and accounting for the principal and interest payable with
respect thereto, the reinvestment of certain funds in Federal Securities to the extent not being
held as uninvested cash and the remittance of the funds to the paying agent as provided in this
Agreement.
11. This Agreement is made by the City for the benefit of the holders of the
Refunding Bonds and the Refunded Bonds, and is not revocable by the City, and the funds and
securities deposited in the Escrow Account and all income therefrom have been irrevocably
EL185-67-687630.v1 4
appropriated for the payment of the callable principal amount of the Refunded Bonds at the
Redemption Date and interest on the Refunding Bonds to the Redemption Date in accordance
with this Agreement.
12. This Agreement shall be binding upon and shall inure to the benefit of the City
and the Escrow Agent and their respective successors and assigns. In addition, this Agreement
shall constitute a third party beneficiary contract for the benefit of the holders of the Refunded
Bonds and said third party beneficiaries shall be entitled to enforce performance and observance
by the City and the Escrow Agent of the respective agreements and covenants herein contained
as fully and completely as if said third party beneficiaries were parties hereto. Any bank into
which the Escrow Agent may be merged or with which it may be consolidated or any bank
resulting from any merger or consolidation to which it shall be a party or any bank to which it
may sell or transfer all or substantially all of its corporate trust business shall, if the City
approves, be the successor agent without the execution of any document or the performance of
any further act.
13. The Escrow Agent may at any time resign and be discharged of its obligations
hereunder by giving to the Clerk of the City written notice of such resignation not less than 60
days before the date when the same is to take effect, provided that the Escrow Agent shall return
to the City the pro rata portion of its fee which is allocable to the period of time commencing on
the effective date of such resignation. Such resignation shall take effect upon the date specified
in the notice, or upon the appointment and qualification of a successor prior to that date. In the
event of such resignation, a successor shall promptly be appointed by the City, and the Clerk of
the City shall immediately give written notice thereof to the predecessor escrow agent and
publish the notice in the manner described in this paragraph 12. If, in a proper case, no
appointment of a successor agent is made within 45 days after the receipt by the City of notice of
such resignation, the Escrow Agent or the holder of any Refunded Bond may apply to any court
of competent jurisdiction to appoint a successor escrow agent, which appointment may be made
by the Court after such notice, if any, as the Court may prescribe. Any successor escrow agent
appointed hereunder shall execute, acknowledge and deliver to its predecessor escrow agent and
to the City a written acceptance of such appointment, and shall thereupon without any further
act, deed or conveyance become fully vested with all moneys, properties, duties and obligations
of its predecessor, but the predecessor shall nevertheless pay over, transfer, assign and deliver all
moneys, securities or other property held by it to the successor escrow agent, shall execute,
acknowledge and deliver such instruments of conveyance and do such other things as may
reasonably be required to vest and confirm more fully and certainly in the successor escrow
agent all right, title and interest in and to any property held by it hereunder. Any bank into
which the Escrow Agent may be merged or with which it may be consolidated or any bank
resulting from any merger or consolidation to which it shall be a party or any bank to which it
may sell or transfer all or substantially all of its corporate trust business shall, if the City
approves, be the successor escrow agent without the execution of any document or the
performance of any further act.
14. The Escrow Agent acknowledges receipt of the sum of $_______ as its full
compensation for its services to be performed under this Agreement.
EL185-67-687630.v1 5
15. The duties and obligations of the Escrow Agent shall be as prescribed by the
provisions of this Agreement and the Escrow Agent shall not be liable hereunder except for
failure to perform its duties and obligations as specifically set forth herein or to act in good faith
in the performance thereof and no implied duties or obligations shall be incurred by the Agent
other than those specified herein.
16. Any notice, authorization, request or demand required or permitted to be given in
accordance with the terms of this Agreement shall be in writing and sent by registered or
certified mail addressed:
If to the City: City of Elk River, Minnesota
13065 Orono Parkway
Elk River, MN 55330-0490
Attn: City Finance Director
If to the Escrow Agent: Zions Bancorporation, National Association
111 West Washington Street, Ste 1860
Chicago, IL 60602
Attn: Corporate Trust
17. The exhibits which are a part of this Agreement are as follows:
Exhibit A Escrow Verification Report
Exhibit B Notice of Call for Redemption
Exhibit C Notice of Defeasance
EL185-67-687630.v1 S-1
IN WITNESS WHEREOF the parties hereto have caused this instrument to be duly
executed by their duly authorized officers, in counterparts, each of which is deemed to be an
original agreement, dated as of the date first written above.
CITY OF ELK RIVER, MINNESOTA
By
Its Mayor
By
Its Deputy City Clerk
(Signature Page to the Refunding Escrow Agreement)
EL185-67-687630.v1 S-2
ZIONS BANCORPORATION,
NATIONAL ASSOCIATION
By
Its
(Signature Page to the Refunding Escrow Agreement)
EL185-67-687630.v1 A-1
EXHIBIT A
ESCROW VERIFICATION REPORT
B-1
EXHIBIT B
NOTICE OF CALL FOR REDEMPTION
GENERAL OBLIGATION SEWER
REVENUE BONDS, SERIES 2014B
CITY OF ELK RIVER
SHERBURNE COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN that, by order of the City Council of the City of Elk River,
Sherburne County, Minnesota, there have been called for redemption and prepayment on
February 1, 2022
all outstanding bonds of the City designated as General Obligation Sewer Revenue Bonds, Series
2014B, dated, August 21, 2014, having stated maturity dates of February 1 in the years 2023
through 2035, both inclusive, totaling $7,040,000 in principal amount, and with the following
CUSIP numbers:
Year of Maturity Amount CUSIP
2023 $455,000 287407 X88
2024 465,000 287407 X96
2025 480,000 287407 Y20
2026 490,000 287407 Y38
2027 500,000 287407 Y46
2028 520,000 287407 Y53
2029 530,000 287407 Y61
2030 550,000 287407 Y79
2034* 2,395,000 287407 Z37
2035 655,000 287407 Z45
*Term Bond
The bonds are being called at a price of par plus accrued interest to February 1, 2022, on
which date all interest on said bonds will cease to accrue. Holders of the bonds hereby called for
redemption are requested to present their bonds for payment at the main office of Wells Fargo
Bank, National Association, in the City of Chicago, Illinois, on or before February 1, 2022, at the
following address:
If by mail: If by hand or overnight:
U.S. Bank National Association
Corporate Trust Operations, 3rd Floor
P.O. Box 64111
St. Paul, MN 55164-0111
U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3C
Bond Drop Window, 1st Floor
St. Paul, MN 55107
B-2
Important Notice: In compliance with the Economic Growth and Tax Relief
Reconciliation Act of 2003, the City is required to withhold a specified percentage of the
principal amount of the redemption price payable to the holder of any Bonds subject to
redemption and prepayment on the Redemption Date, unless the City is provided with the Social
Security Number or Federal Employer Identification Number of the holder, properly certified.
Submission of a fully executed Request for Taxpayer Identification Number and Certification,
Form W-9, will satisfy the requirements of this paragraph.
The Registrar will not be responsible for the selection or use of the CUSIP number, nor is
any representation made as to the correctness indicated in the Redemption Notice or on any
Bond. It is included solely for convenience of the Holders.
Additional information may be obtained from:
U.S. Bank National Association
Corporate Trust Division
Bondholder Services (800) 525-8574
Dated: December 7, 2020
BY ORDER OF THE CITY COUNCIL
EL185-67-687630.v1 C-1
EXHIBIT C
NOTICE OF DEFEASANCE
GENERAL OBLIGATION SEWER
REVENUE BONDS, SERIES 2014B
CITY OF ELK RIVER
SHERBURNE COUNTY, MINNESOTA
NOTICE IS HEREBY GIVEN to the holders of the above-described (the “Bonds”), dated
August 21, 2014, and maturing on February 1 of the years and amounts shown below, that
U.S. Government Securities have been deposited with Zions Bancorporation, National
Association, Chicago, Illinois (the “Escrow Agent”), in an amount sufficient to defease the 2022
through 2035 maturities of such Bonds. Interest on the Bonds will continue to be paid by the
City of Elk River, Minnesota, from the revenues pledged in the resolution authorizing the
issuance of the Bonds. The outstanding Bonds will be redeemed and prepaid in full on February
1, 2022, and are identified below by CUSIP numbers:
Year of Maturity Amount CUSIP
2023 $455,000 287407 X88
2024 465,000 287407 X96
2025 480,000 287407 Y20
2026 490,000 287407 Y38
2027 500,000 287407 Y46
2028 520,000 287407 Y53
2029 530,000 287407 Y61
2030 550,000 287407 Y79
2034* 2,395,000 287407 Z37
2035 655,000 287407 Z45
*Term Bond
Dated: _____________, 2020
ZIONS BANCORPORATION, NATIONAL
ASSOCIATION, as Escrow Agent