RES 20-92Extract 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: Mayor Dietz, Councilmembers Christiarsai,
Westgaard, Ovall, and Wagner
and the following were absent: none
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 Westgaard then
introduced the following resolution, and moved its adoption:
RESOLUTION NO.20- 92
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,
EL185-64-684074.v2
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:
EL185-64-684074.v2 2
Year of
Maturity
Interest
Rate
Year of
Maturity
Interest
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
EL 185-64-684074.v2 3
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,
to the registered owners thereof of record as of the close of business on the 15t' 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
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.
EL 185-64-684074.v2
(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.
EL185-64-684074.v2
2.04. Appointment of Initial Re istrar. 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
EL 185-64-684074.v2
U
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. Countv 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.
EL185-64-684074.d2 7
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
EL 185-64-684074.v2
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. Oualified 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
EL185-64-684074.v2
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
J
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. ContinuinQ 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. Cite 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
Ovall , and upon vote being taken thereon, the following voted in favor thereof:
EL185-64-684074.v2
11
and the following voted against the same: none
Whereupon the resolution was declared duly passed and adopted this 7th day of December, 2020.
EL185-64-684074.v2 12
EXHIBIT A
PROPOSALS
�9�'95,U00! MUYIOPdL d VIISCPS
Cif of Elk Ri+er, Ri"inneYsota
General Oblivation Crib d Improvement Plan Bonds, Series 2020A
S&P Rating: AA+
Sale Date. Decembw 7, 202a BEE 23M%
Average Malmily. Mn Years
Hidda Tl.0
Robert W. Baird & Cow I oMmrffied 13685%
FHN Fiaan®sl Capital Matilels 13692%
Nm9dud Securities, Inc. 1.3767%
Raymond Iames. & Amodsms,bc- I.46M
Stifel, N-WDIsus & Campamy, lamlporated 1.4894%
Piper Samil & Co. 1.4921%
' 'niM Bedder iafQrmabae
hi9tmtfs
EaEvest
Rate
Reeff- ug
Y.Id
R- f-ft
Price
ROBERT W. BAIRtD & CO.,
III:2023
5.00%
0.22%
109.956%
WCORPOIRATED
21MG24
5.0056
023%
1.14673%
CI..Yj g&Assaciates,Iar_
ZelfI025
5.00%
027%
119220%
Coliiem5elc+ribmLLC
2nnG26
5.00%
031%
123.661%
Mmang Spots MG, LP
2 I2027
5.0045
MOSS
127.642%
Edward Jam
2 U2028
4.00%
&52%
124.183%
Mdelity Capital MmUts
21112029
4.009,E
0.65%
124355%
Crews & Aszociates, lmr-
2i112030
4.00%
0.75%
128502%
nnmq art & Company LLC
21112031
2.0056
0.80%
110.499%
ITm an-lfid , Inc-
M 2032
1.00%
1.0055
100.0w%
Loop Capotel Madcems LLC
2.112033
1.10%
1.10%
100.000%
Bonsn!Securffues,%
MGM
1.20%
1.20%
100.GW%
Ccnmsy Club BWk
21112035
130%
1-30%
MOM
Oppenheimer & Cot inc.
2111203E
1.40%
1-40%
100.000%
StmRidpparm®,LLC
2lR1.1037
1.504E
1.50%
100.000%
Stem Pacific Seorlties, LLC
21if2038
1.55%
1.55%
100.00051
IsaskBondluves=E=
2116l034
1.6D%
1.60%
100.000%
UMBBamk,.NA
211r2M
1.65%
1.65%
I00.0mi
WiumW Imp, LLC
2l1i2041
1.70%
1-70%
100.000%
Fbm Bondc,Iac.
21311042
1.80%
1.80%
100.00M
FimrKentnr>ky Seconder. Corpandi m
BNY Mellon: Cs W Mmkets, LLC
Midlmd:Secmities Limited
Paxham Price: $10,62"1400'
Mniti-Bank Securities, Inc.
Net I AmmtCod: $1,682,312._78'
FilstSSlahem Secedes, LLC
M.1.3685%`
Di wwz Secuities, LLC
EimtBankers' BamcSectaifmluc.
Sk6.mgmW,fubWgpedeg,lmparammidmmarf 6$9,4M.0;amfdrpvimmahamde+s.ansduwlotrxrYvmAmr8agg4div
$109161Q6d. SlAsy.3Sd.i1. and 1.379 % mTwdpdp.
BaketTty tJkast[�nl Advisors, L1C 6 e+eydridetl m�sltlpkl OCLrAat ma cmtaietl s�dfar d8akerTty 3l8. Llr+, m ays�ae<ap m� BaksT�
W UJ8. ►adna as 8rtwTft Is o memmbuatlhe 0daaf.nub mk or Bale UtF kd:raeaoeet LEI, the rxwft s ctmhft em M a* ordhbpmdert
fegd 03rm BakerTbr Mmk "l AdOsm, LS.0
Page 112
EL185-64-684074.v2 A-1
bawertiuy
MJNCIf9lt. MiACRS
CWofMkRivw,1Yfnmms fa
Cuezal ObIgatim CM&I lcqwmvmmd PimP.aad-.Serbs 2028A(coafmieQ
Mode Seams I IZ
Sumex ftmirial Inc.
%rilflk&%mM Mo
caumm9m Belt
Ctllb��Pe4s and�c-adiraf� lirm6rr
FENFINANCdALCAPMA7_I MMETS
(Ho ST&Idm m—)
NOREMLAI )aTM[mrrw,INC.
DA. Drddsa¢ & Co.
RAYMOND JAMES & ASSOCIATES, INC.
(No Syd-ift Mamas)
STD,, NKXK AIIS & COMPAWY•, INCORPORATED
(No Sydncias Mamas)
PIPER SANDLER & CO.
CkMuFijzpmld & Co.
Page 2J2
EL185-64-684074.v2 A-2
u
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
u
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
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to
Minors Act, State of
EL185-64-684074.v2
IM
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.)
EL 185-64-684074.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
EXHIBIT C
Tax Levy
Post -Sale Tax Levies
Payment
Date
Principal
Coupon
Interest
Total P+I
105%
Ove rlevy
Levy Amount
Levy/Collect
Year
02/01/2022
-
-
260,486.72
260,486.72
273,511.06
273,511.06
2020/2021
02/01/2023
335,000.00
5.000%
239,222.50
574,222.50
602,933.63
602,933.63
2021/2022
02/01/2024
355,000.00
5.000%
222,472.50
577,472.50
606,346.13
606,346.13
2022/2023
02/01/2025
375,000.00
5.000%
204,722.50
579,722.50
608,708.63
608,708.63
2023/2024
02/01/2026
390,000.00
5.000%
185,972.50
575,972.50
604,771.13
604,771.13
2024/2025
02/01/2027
405,000.00
5.000%
166,472.50
571,472.50
600,046.13
600,046.13
2025/2026
02/01/2028
425,000.00
4.000%
146,222.50
571,222.50
599,783.63
599,783.63
2026/2027
02/01/2029
445,000.00
4.000%
129,222.50
574,222.50
602,933.63
602,933.63
2027/2028
02/01/2030
460,000.00
4.000%
111,422.50
571,422.50
599,993.63
599,993.63
2028/2029
02/01/2031
480,000.00
2.000%
93,022.50
573,022.50
601,673.63
601,673.63
2029/2030
02/01/2032
495,000.00
1.000%
83,422.50
578,422.50
607,343.63
607,343.63
2030/2031
02/01/2033
495,000.00
1.100%
78,472.50
573,472.50
602,146.13
602,146.13
2031/2032
02/01/2034
500,000.00
1.200%
73,027.50
573,027.50
601,678.88
601,678.88
2032/2033
02/01/2035
505,000.00
1.300%
67,027.50
572,027.50
600,628.88
600,628.88
2033/2034
02/01/2036
515,000.00
1.400%
60,462.50
575,452.50
604,235.63
604,235.63
2034/2035
02/01/2037
520,000.00
1.500%
53,252.50
573,252.50
601,915.13
601,915.13
2035/2036
02/01/2038
530,000.00
1.550%
45,452.50
575,452.50
604,225.13
604,225.13
2036/2037
02/01/2039
540,000.00
1.600%
37,237.50
577,237.50
606,099.38
606,099.38
2037/2038
02/01/2040
545,000.00
1.650%
28,597.50
573,597.50
602,277.38
602,277.38
2038/2039
02/01/2041
555,000.00
1.700%
19,605.00
574,605.00
603,335.25
603,335.25
2039/2040
02/01/2042
565,000.00
1.800%
10,170.00
575,170.00
603,928.50
603,928.50
2040/2041
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 pan, by a deposit to the debt service fund in the amount of $4,114.04, which represents rounding.
EL 185-64-684074.v2 C-1
U
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.
Deityity Clerk �J
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
Its:
EL 185-64-684074.v2