RES 20-94U
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: Mayor Dietz, Councilmembers Christiansen,
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 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.
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After due consideration of the proposals, Member Westgaard _ien introduced the
following resolution, and moved its adoption.
RESOLUTION NO.20- 94
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
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$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
0 determine by lot the amount of each participant's interest in such maturity to be redeemed and
EL185-67-688304.v2
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) Re ister. 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 Pledu es. 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
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 9
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
EL185-67-688304.v2 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. Continuin;, 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
Christianson , and upon vote being taken thereon, the following voted in favor thereof:
and the following voted against the same: none
Whereupon the resolution was declared duly passed and adopted this 7th day of December, 2020.
EL185-67-688304.v2 12
By -
It a*
you
It- De uty City Cler
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.
EL185-67-688304.v2
EXHIBIT A
PROPOSALS
S7,295,000'
MU410PAL 411015CB5
City- of Elk Ricer, Aliinneaoia
Tamable C,enersl OblSration Sever Rerenne Refcm&ng Bonds,
Series 2020C
S&PRatia6: AA+
Sale Date_ December7,24n
Bilk2M%
RUA—
Arvge NWWrAy_ 8323 Yeas
nr
UhM Bally NA
1.3944%
St akIroalans & Company, rncarpaasted
1-4012%
Robert W. Bs&d & Ca, Incaapoaated
1.4306%
Piper San & Co.
1.447156
Na:tiiland Srecmides, Um..
1.4707%
SAMOD Capitsl Mallets, iaC.
1.4887%
Fwtt Twrd Seaurme% Inc.
1.5131%
Raymond James&Assadztns Inc.
1.6169%
Fidelity Capitd Market;
L6771%
Wmeinn fii�ider 3e(ermarfion bfatarity
Iabeest
Rafe
Reoffmias
Ytdd
Reoffnicog
PITo!
1blefl3BAIKS,NA VOM2023
1.00%
030%
1MAM%
2ADV7024
1.00%
0.45%
101.685%
V011.2025
L005i
0.60%
101.613%
2MU1026
1.00%
0.75%
101.245%
M112027
1.0095
0.9096
100.591%
2`0112028
1.00%
1.00%
100.000%
2/0112029
1.15%
L15%
100.000%
2AD1J =
1.25%
1.25%
100.000%
2/0112031
135%
L35%
1O0A00%
2941/2032
1-45%
1-45%
100.000%
VOM1033
1.55%
1.55%
100.000%
=112034
1.65%
1.65%
IOD.000%
2/01/2035
1.70%
1.70%
10D.000%
ParcbasePrire! 17,276,72335`
NetIaterestCest 1846,815.44*
M 1.3944%'
• S�rmr�tKdapaVq�Rc}�aararar dxveamdbiT,ttlgaa0t-a�l5r}v4+�+v 6lerra'aar4 aad are reh�earcnsfl�m r8mr�dw
fF, l81,StT.lA�828,7AR.J1, aai.l.3�Hf� nelj.
gal WM &&NOW laasas, LLO6 areatlneaeafff" ulraQ mW cordruMds bMw or BMw`UV M LLP, an aamueeef:
samrTnr us, LLP. ewra as sMff 7", is a IDC.EO of re OWN aeeaaa at Baku -at/ arteaaeersl Llaa [t ReL++rees arrlltn ere st¢aa�e
VWepUX111 AMW WMM 02M BMWIW Afar= , LLD
Page 112
A-1
EL185-67-688304.v2
baksertuy
mlimfim AefeAras
City ofM Fhw,Iueta
rAm" Gewesal 0WV"m Srwer Rff n Hefwadm Head, 'Series 2a28C (sawf u*M
�i'i,�2s � Srs�cate 3iembras
STUgM, NXXLAUS & COMPANY, INCORPORATED
(Io Syadim* Metabess)
ROSERT W. RAIRD & CO., INCORPORATED
(andSyadia"
Pn3ER SANDLER di CO.
(Nd SyudicM Members)
NORTELAND SECURITIES, nc-
DJL Davidscu & Co.
SAUCO CAPITAL MARKETS, ]NC-
(No Syndi=e Meab—)
F= THIRD SHl:RJRMES, INC.
(No Symdi=e Meabeis)
RAYMOND LAMES & ASSOCIATE% INC.
(No Syodi=e Meab—)
FIDELX'Y CAPITAL MARIAET"S
Page 212
A-2
EL185-67-688304.v2
FXHTBTT R
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
Rate Maturity Date
February 1, 20
Registered Owner: Cede & Co.
Date of
Original Issue CUSIP
December 29, 2020 287407
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 I and August I 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
kiaccrued 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
i
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.
ELI85-67-688304.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
LOW
B-4
EL185-67-688304.v2
Authorized Representative
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
U.S. BANK NATIONAL ASSOCIATION
By
Authorized Representative
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will
be construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN -- as joint tenants with right of
survivorship and not as tenants in
common
UNIF GIFT MIN ACT
Custodian
(Cust) (Minor)
under Uniform Gifts or Transfers to
Minors Act, State of
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer the said Bond
on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
EL185fi7-688304A
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
EL 185-67-688304.v2
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.
(SEAL)
EL185-67-688304.v2
COUNTY AUDITOR/TREASURER
SHERBURNE COUNTY, MINNESOTA
Its: