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5.3b ERMUSR 04-13-2021EXTRACT OF MINUTES OF MEETING OF THE ELK RIVER MUNICIPAL UTILITIES COMMISSION HELD: April 13,2021 Pursuant to due call and notice thereof, a regular meeting of the Elk River Municipal Utilities Commission, was duly held in the Elk River Fire Station EOC Conference Room, 13073 th Orono Parkwayin said City on the 13day ofApril,2021, at 3:30P.M. for the purpose in part of authorizing the competitive negotiated sale of the $1,750,000General Obligation Water Utility RevenueBonds,Series 2021C. The following members were present: and the following were absent: Member ____________introduced the following resolution and moved its adoption: Resolution No. 21-9 RESOLUTION PROVIDING FOR THE COMPETITIVE NEGOTIATED SALEOF $1,750,000 GENERAL OBLIGATION WATER UTILITY REVENUEBONDS, SERIES 2021C A.WHEREAS, the Elk River Municipal Utilities Commission(the ,has heretofore determined that it is necessary and expedient that the City of issue its $1,750,000General ObligationWater Utility RevenueBonds, Series 2021C(the Bonds) tofinance the construction of a field house facility to house service trucks, inventory, and officesof the Elk River Municipal Utilities; and B.WHEREAS, the Commissionhas retained Baker TillyMunicipal Advisors, LLC, in Saint Paul, Minnesota (Baker Tilly), as its independent municipaladvisor and is therefore authorized to sell these obligations by a competitive negotiated sale in accordance with Minnesota Statutes, Section 475.60, Subdivision 2(9); and NOW, THEREFORE, BE IT RESOLVED by the Elk River Municipal Utilities Commission, as follows: 1.Authorization;Findings.The Commissionhereby authorizes Baker Tilly to solicit bids for the competitive negotiated sale of the Bonds. 2.Meeting;Bid Opening.ThisCommissionshall meet at the time and place specified in the Terms of Proposal attached hereto as Exhibit Afor the purpose of considering sealed bids for, and awarding the sale of, the Bonds. The Finance Manageror designee, shall open bids atthe time and place specified in such Terms of Proposal. EL185-69-710069.v1 424 3.Terms of Proposal.The terms and conditions of the Bonds and the negotiation thereof are fully set forth in the Terms of Proposalattached hereto as Exhibit Aand hereby approved and made a part hereof. 4.Official Statement.In connection with said competitive negotiated sale, the Finance Manager and other officers or employees of the Commissionare hereby authorized to cooperate with Baker Tilly and participate in the preparation of an official statement for the Bonds, and to execute and deliver it on behalf of the Commissionupon its completion. 5.Request to City Council.The Commission hereby requests that the City Council of the City adopt a resolution on April 19,2021,approving the issuance of theBonds and authorizing the Commission to take actions necessary and sufficient to provide for the issuance of the Bonds. The motion for the adoption of the foregoing resolution was duly seconded by member _____________and, after full discussion thereof and upon a vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon said resolution was declared duly passed and adopted. 2 EL185-69-710069.v1 425 STATE OF MINNESOTA) COUNTY OF SHERBURNE) ELK RIVER MUNICIPAL) UTILTIES COMMISSION) I, the undersigned, being the duly qualified and acting Secretaryof the Elk River Municipal Utilities Commission, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file inmy office, and thatthe same is a full, true and complete transcript of the minutes of a meeting of the Commission, duly called and held on the date therein indicated, insofar as such minutesrelate to the $1,750,000General ObligationWater Utility RevenueBonds, Series 2021C. WITNESS myhand this_____day of ___________________,2021. Secretary 3 EL185-69-710069.v1 426 EXHIBIT A THE CITYHAS AUTHORIZED BAKER TILLY MUNICIPAL ADVISORS, LLC TO NEGOTIATE THIS ISSUE ON ITS BEHALF. PROPOSALS WILL BE RECEIVED ON THE FOLLOWING BASIS: TERMS OF PROPOSAL $1,750,000* CITY OF ELK RIVER, MINNESOTA GENERAL OBLIGATION WATER UTILITY REVENUE BONDS, SERIES 2021C (BOOK ENTRY ONLY) Proposals for the above-Series 2021C Bondthe City of ElkRiver, Minnesota(tCityTuesday, May 11, 202110:30 A.M., Central Time 380Jackson Street, Suite300, Saint Paul, Minnesota, 55101, after which time proposals will be opened and tabulated. Consideration for award of the Series 2021C Bonds will be by the Utilities Commission at its meeting commencing at 3:30 P.M., Central Time, of the same day. SUBMISSION OF PROPOSALS Baker Tilly MA will assume no liability for the inability of a bidderor its proposalto reach Baker Tilly MA prior to the Sale Time, and neither the Citynor Baker Tilly MA shall be responsible for any failure, misdirection or error in the means oftransmission selected by any bidder. All bidders are advised that each proposal shall be deemed to constitute a contract between the bidder and the Cityto purchase the Series 2021C Bonds regardless of the manner in which the proposal is submitted. (a) Sealed Bidding.Completed, signed proposals may be submittedto Baker Tilly MAby email to bondservice@bakertilly.comor by fax (651)223-3046, and must be received prior to the Sale Time. OR ® (b) Electronic Bidding.Proposals may also be received via PARITY. For purposes of the electronic ® bidding process, the time as maintained by PARITYshall constitute the official time with respect to all ® proposals submitted to PARITY. Each bidder shall be solely responsible formaking necessary ® arrangements to access PARITYfor purposes of submitting its electronic proposal in a timely manner and in compliance with the requirements of the Terms of Proposal. Neither the City, its agents, nor ® PARITYshall have any duty or obligation to undertake registration to bid for any prospective bidder or to provide or ensure electronic access to any qualified prospective bidder, and neither the City, its agents, ® nor PARITYo register to bid orfor any failure in the proper operation of, or have any liability for any delays or interruptions of or any damages caused by the services ®® of PARITY. The Cityis using the services of PARITYsolely as a communication mechanism to ® conduct the electronicbidding for the Series 2021C Bonds, and PARITYis not an agent of the City. ® If any provisions of this Terms of Proposal conflict with information provided by PARITY, this Terms ® of Proposal shall control. Further information about PARITY, including any fee charged, may be obtained from: ®nd PARITY, 1359 Broadway, 2Floor, New York, New York 10018 Customer Support: (212) 849-5000 *Preliminary; subject to change. Baker Tilly Municipal Advisors, LLC is a registered municipal advisor and controlled subsidiary of Baker Tilly US, LLP, an accounting firm. Baker Tilly US, LLP trading as Baker Tilly is a member of the global network of Baker Tilly International Ltd., the members of which are separate and independent legal entities. © 2021 Baker Tilly Municipal Advisors, LLC. A-1 427 DETAILS OF THE SERIES 2021C BONDS TheSeries 2021C Bonds will be dated as of the date of deliveryand will bear interest payable on February1 and August1 of each year, commencing February 1, 2022. Interest will be computed on the basis of a 360-day year of twelve 30-day months. TheSeries 2021C Bonds will matureAugust 1in the years and amounts*as follows: 2022$75,0002027$80,0002032$85,0002037$95,0002041$105,000 2023$80,0002028$80,0002033$85,0002038$ 95,000 2024$80,0002029$85,0002034$90,000 2039$100,000 2025$80,0002030$85,0002035$90,000 2040$100,000 2026$80,0002031$85,0002036$95,000 * The Cityreserves the right, after proposals are opened and prior to award, to increase or reduce the principal amount of the Series 2021C Bonds or the amount of any maturity or maturities in multiples of $5,000. Inthe event the amount of any maturity is modified, the aggregate purchase price will be adjusted to result in the same gross spread per $1,000 of Series 2021C Bonds as that of the original proposal. Gross spread for this purpose is the differential between the price paid to the Cityfor the new issue and the prices at which the proposal indicates the securities will be initially offered to the investing public. Proposals for the Series 2021C Bonds may contain a maturity schedule providing for a combination of serial bonds and term bonds. All term bonds shall be subject to mandatory sinking fund redemption at a price of par plus accrued interest to the date of redemption scheduled to conform to the maturity schedule set forth above. In order to designate term bonds, the prop in the spaces provided on the proposal form. BOOK ENTRY SYSTEM TheSeries 2021C Bonds will be issued by means of a book entry system with no physical distribution of Series 2021C Bonds madeto the public. TheSeries 2021C Bonds will be issued in fully registered form and one Series 2021C Bond, representing the aggregate principal amount of the Series 2021C Bonds maturing in each year, will be registered in the name of Cede & Co. as nominee of The Depository Trust Series 2021C Bonds. Individual purchases of the Series 2021C Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the registrar to DTC or its nominee as registered owner of the Series 2021C Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The ndition of delivery of the Series 2021C Bonds, will be required to deposit the Series 2021C Bonds with DTC. REGISTRAR U.S. Bank National Association will serve as registrar for the Series 2021C Bonds which shall be subject to applicable regulations of the Securities and Exchange Commission. The City will pay for the services of the registrar. OPTIONAL REDEMPTION TheCitymay elect on August 1, 2030, and on any day thereafter, to redeem Series 2021C Bonds due on or after August1,2031. Redemption may be in whole or in part and if in part at the option of the City and in such manner as the Cityshall determine. If less than all Series 2021C Bonds of a maturity are called for redemption, the Citywill notify DTC of the particular amount of such maturity to be redeemed. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and A-2 428 each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. All redemptions shall be at a price of par plus accrued interest. SECURITY AND PURPOSE TheSeries 2021C Bonds will be general obligations of the Cityfor which the Citywill pledge its full faith and credit and power to levy direct general ad valorem taxes. In addition, theCity will pledge the net revenues of the City's Water Utility Fund. The proceedsof the Series 2021C Bondswill be used to finance costs related to the construction of a field house facility to house service trucks, inventory and offices. NOT BANK QUALIFIED TAX-EXEMPT OBLIGATIONS TheCitywill not designate the Series 2021C Bonds as qualified tax-exempt obligations for purposes of Section265(b)(3) of the Internal Revenue Code of 1986, as amended. BIDDING PARAMETERS Proposals shall be for not less than $1,729,000plus accrued interest, if any, on the total principal amount of the Series 2021C Bonds. No proposal can be withdrawn or amended after the time set for receiving proposals on the Sale Date unless the meeting of the Cityscheduled for award ofthe Series 2021C Bonds is adjourned, recessed, or continued to another date without award of the Series 2021C Bonds having been made.Rates shall be in integral multiples of 1/100 or 1/8 of 1%. The initial price to the public for each maturity as statedon the proposal must be 98.0% or greater. Series 2021C Bonds of the same maturity shall bear a single rate from the date of the Series 2021C Bonds to the date of maturity. No conditional proposals will be accepted. ESTABLISHMENT OF ISSUE PRICE In order to provide the Citywith information necessary for compliance with Section 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder (collectively, quired to assist theCityin establishing the issue price of the Series 2021C Bonds and shall complete, execute, and deliver to the Cityprior to the closing date, a written certification in a form acceptable to the Purchaser, the City, and Bond Counsel (t CertSeries 2021C Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity): (i) the interest rate; (ii) the reasonably expected initial offe Treasury Regulation Section 1.148- equivalent communications supporting such offering or sale price. Any action to be taken or documentation to be received by the Citypursuant hereto may be taken or received on behalf of the City by Baker Tilly MA. TheCityintends that the sale of the Series 2021C Bonds pursuant to this Terms of Proposal shall fined in the Regulation based on the following: (i)the Cityshall cause this Terms of Proposal to be disseminated to potential bidders in a manner that is reasonably designed to reach potential bidders; (ii)all bidders shall have an equal opportunity to submit a bid; (iii)the Cityreasonably expects that it will receive bids from at least three bidders that have established industry reputations for underwriting municipal bonds such as the Series 2021C Bonds; and A-3 429 (iv)the Cityanticipates awarding the sale of the Series 2021C Bonds to the bidder who provides a proposal with the lowest true interest cost, as set forth in this Terms of Any bid submitted pursuant to this Terms of Proposal shall be considered a firm offer for the purchase of the Series 2021C Bond said term is defined in the Regulation. By submitting its proposal, the Purchaser confirms that it shall require any agreement among underwriters, a selling group agreement, or other agreement to which it is a party relating to the initial sale of the Series 2021C Bonds, to include provisions requiring compliance with the provisions of the Code and the Regulationregarding the initial sale of the Series 2021C Bonds. Cityshall advise the Purchaser of such fact prior to the time of award of the sale of the Series 2021C Bonds to the Purchaser.In such event, anyproposal submitted will not be subject to cancellation or withdrawal.Within twenty-four (24) hours of the notice of award of the sale of the Series 2021C Bonds, the Purchaser shall advise the Cityand Baker Tilly MA if 10% of any maturity of the Series 2021C Bonds (and, if different interest rates apply within a maturity, to each separate CUSIP number within that maturity) has been sold to the public and the price at which it was sold. The City maturity, applied on a maturity-by-maturity basis. The Citywill not require the Purchaser to comply with -the-offering- remaining maturities, but the Purchaser may elect such option. If the Purchaser exercises such option, the Citywill apply the initial offering price to the public provided in the proposal as the issue price for such maturities. If the Purchaser does not exercise that option, it shall thereafter promptly provide the Cityand Baker Tilly MA the prices at which 10% of such maturities are sold to the public; provided such determination shall be made and the Cityand Baker Tilly MA notified of such prices whether or not the closing datehas occurred, untilthe 10% test has been satisfied as to each maturity of the Series 2021C Bonds or until all of the Series 2021C Bonds of a maturity have been sold. GOOD FAITH DEPOSIT To have its proposal considered for award, the Purchaser is required to submit a good faith deposit via wire transfer to the City in the amount of $17,5001:30 P.M., Central Time on the Sale Date. The Purchaser shall be solely responsible for the timely delivery of its Deposit, and neither the City nor Baker Tilly MA have any liability for delays in the receipt of the Deposit. If the Deposit is not received by the specified time, the City may, at its sole discretion, reject the proposal of the lowest bidder, direct the second lowest bidder to submit a Deposit, and thereafter award the sale to such bidder. A Deposit will be considered timely delivered to the City upon submission of a federal wire reference number by the specified time. Wire transfer instructions will be available from Baker Tilly MA following the receipt and tabulation of proposals. The successful bidder must send an e-mail including the following information: (i) the federal reference number and time released; (ii) the amount of the wire transfer; and (iii) the issue to which it applies. Once an award has been made, the Deposit received from the Purchaser will be retained by the City and no interest will accrue to the Purchaser. The amount of the Deposit will be deducted at settlement from the purchase price. In the event the Purchaser fails to comply with the accepted proposal, said amount will be retained by the City. AWARD TheSeries 2021C Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TIC) basis calculated on the proposal priorto any adjustment made by the City. The City's computation of the interest rate of each proposal, in accordance with customary practice, will be controlling. A-4 430 TheCitywill reserve the right to: (i)waive non-substantive informalities of any proposal orof matters relating to the receipt of proposals and award of the Series 2021C Bonds, (ii)reject all proposals without cause, and (iii)reject any proposal that the Citydetermines to have failed to comply with the terms herein. BONDINSURANCE AT PURCHASER'S OPTION Cityhas not applied for or pre-approved a commitment for any policy of municipal bond insurance with respect to the Series 2021C Bonds. If the Series 2021C Bonds qualify for municipal bond insurance and a bidder desires to purchase a policy,such indication, the maturities to be insured, and the name of the Cityspecifically reserves the right to reject any bid specifying municipal bond insurance, even thoughsuch bid may resultin the lowest TIC to the City. All costs associated with the issuance and administration of such policy and associated ratings and expenses (other than any independent rating requested by the City) shall be paid by the successful bidder. Failure of the municipal bond insurer to issue the policy after the award of the Series 2021C Bonds shall not constitute cause for failure or refusal by the successful bidder to accept delivery of the Series 2021C Bonds. CUSIP NUMBERS If the Series 2021C Bonds qualify for the assignment of CUSIP numbers such numbers will be printed on the Series 2021C Bonds; however, neither the failure to print such numbers on any Series 2021C Bond nor any error with respect thereto will constitute cause for failure or refusal by the Purchaser to accept delivery of the Series 2021C Bonds. Baker Tilly MA will apply for CUSIP numbers pursuant to Rule G- 34 implemented by the Municipal Securities Rulemaking Board. The CUSIP Service Bureau charge for the assignment of CUSIP identification numbers shall be paid by the Purchaser. SETTLEMENT On or about June10, 2021,the Series 2021C Bonds will be delivered without cost to the Purchaser through DTC in New York, New York. Delivery will be subject to receipt by the Purchaser of an approving legal opinion of Kennedy & Graven, Chartered of Minneapolis, Minnesota, and of customary closing papers, including a no-litigation certificate. On the date of settlement, payment for the Series 2021C Bonds shall be made in federal, or equivalent, funds that shall be received at the offices of the City or its designee not later than 12:00Noon, Central Time. Unless compliance with the terms of payment for the Series 2021C Bonds has been made impossible by action of the City, or its agents, the Purchaser shall be liable to the Cityfor any loss suffered by the Cityby reason of the Purchaser's non-compliance with said terms for payment. CONTINUING DISCLOSURE In accordance with SEC Rule15c2-12(b)(5), the Citywill undertake, pursuant to the resolution awarding sale of the Series 2021C Bonds, to provide annual reports and notices of certain events. A description of this undertaking is set forth in the Official Statement. The purchaser's obligation to purchase the Series 2021C Bonds will be conditioned upon receiving evidence of this undertaking at or prior to delivery of the Series 2021C Bonds. OFFICIAL STATEMENT TheCityhas authorized the preparation of a Preliminary Official Statement containing pertinent information relative to the Series 2021C Bonds,and said Preliminary Official Statement has been deemed final by the Cityas of the date thereof within the meaning of Rule15c2-12 of the Securities and Exchange Commission. For an electronic copyof the Preliminary Official Statementor for any additional information prior to sale, any prospective purchaser is referred to the Municipal Advisor to the City, Baker Tilly Municipal Advisors, LLC,bytelephone (651)223-3000, or by email A-5 431 bondservice@bakertilly.com.The Preliminary Official Statement will also be made available at https://connect.bakertilly.com/bond-sales-calendar. A Final Official Statement (as that termis defined in Rule 15c2-12) will be prepared, specifying the maturity dates, principal amounts, and interest rates of the Series 2021C Bonds, together with any other information required by law. By awarding the Series 2021C Bonds to the Purchaser, the Cityagrees that, no more than seven business days after the date of such award, it shall provide to the Purchaser an electronic copyof the Final Official Statement. The Citydesignates the Purchaser as its agent for purposes of distributing the Final Official Statement to each syndicate member, if applicable. The Purchaser agrees that if its proposal is accepted by the City, (i)it shall accept designation and (ii) it shall enter into a contractual relationship with its syndicate members for purposes of assuring the receipt of the Final Official Statement by each such syndicate member. DatedApril 13, 2021 UTILITIES COMMISSION /s/ Melissa Karpinski Finance Manager A-6 432