ERMU RES 21-12 EXTRACT OF MINUTES OF MEETING OF THE
ELK RIVER MUNICIPAL UTILITIES COMMISSION
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
Orono Parkway in said City on the 11th day of May, 2021, at 3:30 P.M., for the purpose, in part,
of awarding the sale of $1,615,000 General Obligation Water Utility Revenue Bonds, Series
2021 C.
The following members were present: Chair Dietz, and Commissioners Paul Bell,
Al Nadeau, and Mary Stewart
and the following were absent: Commissioner Matt Westgaard
*** *** ***
The President announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City's $1,615,000 General Obligation
Water Utility Revenue Bonds, Series 202IC.
The Finance Manager 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 hereto.
After due consideration of the proposals, Member Stewart then introduced the following
resolution and moved its adoption.
EL185-69-713323 v2
Resolution No. 21-12
AWARDING THE SALE OF $1,615,000 GENERAL OBLIGATION WATER
UTILITY REVENUE BONDS, SERIES 2021C FIXING THEIR FORM AND
SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT.
BE IT RESOLVED By the Elk River Municipal Utilities Commission (the
"Commission"):
Section 1. Background.
1.01 The City of Elk River, Minnesota (the "City") is authorized by Minnesota
Statutes, Chapters 444 and 475, as amended (the "Act"), to finance the construction of a field
house facility to house service trucks, inventory, and offices of the Elk River Municipal Utilities
(the "Utility Improvements") by the issuance of General Obligation Water Utility Revenue
Bonds of the City payable from the net revenues of the water utility system of the Commission.
1.02 The City is authorized by law to borrow money necessary to finance the Utility
Improvements and to pay the related financing costs. It is necessary and expedient for the City
forthwith to issue its General Obligation Water Utility Revenue Bonds, Series 2021 C, in the
principal amount of$1,615,000 (the "Bonds"). All costs of the Utility Improvements in excess
of the proceeds of the Bonds available for payment of such costs shall be paid from any other
funds legally available to the Commission for such purpose.
1.03 The City and the Commission have retained Baker Tilly Municipal Advisors,
LLC ("Baker Tilly"), as its independent municipal advisor for the sale of the Bonds and are
therefore authorized to sell the Bonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchase the Bonds have been
solicited by Baker Tilly.
Section 2. Sale of Bonds.
2.01 Authorization. It is hereby determined that it is necessary to provide financing for
the Utility Improvements and to finance those Utility Improvements through the issuance of the
Bonds.
2.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird &
Co., Incorporated, Milwaukee, Wisconsin (the "Purchaser") to purchase the Bonds is hereby
found and determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at a price of $1,721,636.76 (par amount of $1,615,000, plus net original
issue premium of$133,572.65, less underwriter's discount of$26,935.89), plus accrued interest
to date of delivery, if any, for Bonds bearing interest as follows:
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Year of Interest Year of Interest
Maturity Rate Maturity Rate
2022 4.00% 2029 4.00%
2023 4.00 2030 4.00
2024 4.00 2031 4.00
2025 4.00 2034* 2.00
2026 4.00 2037* 2.00
2027 4.00 2041* 2.00
2028 4.00
*Term Bond
2.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created, or deposited in the Construction
Fund hereinafter created, as determined by the Finance Manager in consultation with Baker Tilly.
The Finance Manager is directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Bonds. The President and Secretary are authorized to execute a
contract with the Purchaser on behalf of the City and the Commission, if requested by the
Purchaser.
2.04. Terms and Principal Amounts of the Bonds. The City and the Commission will
forthwith issue and sell the Bonds pursuant to the Act, in the total principal amount of
$1,615,000, 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 August 1 in the years and amounts as
follows:
Year Amount Year Amount
2022 $50,000 2029 $ 75,000
2023 60,000 2030 80,000
2024 60,000 2031 80,000
2025 65,000 2034* 260,000
2026 70,000 2037* 275,000
2027 70,000 2041* 395,000
2028 75,000
*Term Bond
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing
principal repayment schedule, and corresponding additions may be made to the provisions of the
applicable Bond(s).
2.05. Optional Redemption. The City may elect on August 1, 2030, and on any day
thereafter to prepay Bonds maturing on or after August 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
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Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participant's interest in such maturity to be redeemed and each participant
will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
2.06. Term Bond; Mandatory Redemption. The Bonds maturing on August 1, 2034,
August 1, 2037 and August 1, 2041, shall hereinafter be referred to collectively as the "Term
Bonds." The principal amounts of the Term Bonds subject to mandatory sinking fund
redemption on any date may be reduced through earlier optional redemptions, with any partial
redemption of the Term Bonds credited against future mandatory sinking fund redemptions of
such Term Bond in such order as the City shall determine. The Term Bonds are subject to
mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued
interest on the sinking fund installment dates and in the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
August 1, 2034 Term Bonds
2032 $85,000
3033 85,000
2034 (maturity) 90,000
Sinking Fund Installment Date Principal Amount
August 1, 2037 Term Bonds
2035 $90,000
2036 90,000
2037 (maturity) 95,000
Sinking Fund Installment Date Principal Amount
August 1, 2041 Term Bonds
2038 $95,000
2039 100,000
2040 100,000
2041 (maturity) 100,000
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
EL185-69-713323 v2 4
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 February 1,
2022, 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, by the Commission, will appoint and will maintain, a
bond registrar, transfer agent, authenticating agent and paying agent(the "Registrar"). The effect
of registration and the rights and duties of the City and the Registrar with respect thereto are as
follows:
(a) Register. The Registrar will keep at its principal corporate trust office a
bond register in which the Registrar provides for the registration of ownership of Bonds
and the registration of transfers and exchanges of Bonds entitled to be registered,
transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of any Bond duly
endorsed by the registered owner thereof or accompanied by a written instrument of
transfer, in form satisfactory to the Registrar, duly executed by the registered owner
thereof or by an attorney duly authorized by the registered owner in writing, the Registrar
will authenticate and deliver, in the name of the designated transferee or transferees, one
or more new Bonds of a like aggregate principal amount and maturity, as requested by
the transferor. The Registrar may, however, close the books for registration of any
transfer after the 15th day of the month preceding each interest payment date and until
that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver one or more
new Bonds of a like aggregate principal amount and maturity as requested by the
registered owner or the owner's attorney in writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange will
be promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
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
EL185-69-713323 v2 5
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 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 the
Registrar Fand as provided by law, in which both the City, the Commission, 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
Commission. 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) not less
than 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 President and Secretary 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
EL185-69-713323 v2 6
interest due date, without further order of this Commission, there shall be transmitted to the
Registrar, from amounts on hand in the Debt Service Account available therefore, an amount
sufficient to pay all principal and interest then due on the Bonds.
3.05. Execution, Authentication and Delivery. The Bonds will be prepared under the
direction of the Finance Manager and executed on behalf of the City by the signatures of the
President and the Secretary and the Commission by the signatures of the Mayor and the 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 Finance Manager 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 Finance Manager 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 will cause the
opinion to be printed on or accompany each Bond.
Section 4. Funds and Accounts; Security; Payment.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to
be borrowed and repaid on the Bonds, and to provide adequate and specific security for the
Purchaser and holders from time to time of the Bonds, there is hereby created a special fund to be
designated the General Obligation Water Utility Revenue Bonds, Series 2021C Debt Service Fund
(the "Debt Service Fund"). The Debt Service Fund shall be administered and maintained by the
Finance Manager as a bookkeeping account separate and apart from all other funds maintained in
the official financial records of the Commission. The Debt Service Fund will be maintained in the
manner herein specified until all of the Bonds and the interest thereon have been fully paid.
The Commission will continue to maintain and operate its Water Utility Fund, to which will
be credited all gross revenues of the water utility system (the "Utility System"), and out of which
will be paid all normal and reasonable expenses of current operations of such Utility System. Any
balances therein are deemed net revenues (the"Net Revenues")and will be transferred,from time to
time, to the Debt Service Fund hereby created, which fund will be used only to pay principal of
EL185-69-713323 v2 7
and interest on the Bonds, and any other bonds similarly authorized. There will be deposited in
the Debt Service Fund from time to time sufficient amounts to pay principal of and interest on
the Bonds when due, and the Finance Manager must 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
Finance Manager is directed to pay such principal or interest from the general fund of the City,
and the general fund will be reimbursed for the advances out of the proceeds of Net Revenues of
the Water Utility Fund and taxes when collected. There is also appropriated to the Debt Service
Fund (i) capitalized interest financed from the Bond proceeds, if any; (ii) 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 2.03; and (iii) the accrued interest paid by the
Purchaser upon closing and delivery of the Bonds, if any; (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.
4.02. Construction Fund. The Commission hereby creates the General Obligation Water
Utility Revenue Bonds, Series 2021C Construction Fund (the "Construction Fund") to be
administered and maintained by the Finance Manager as a bookkeeping account separate and apart
from all other funds maintained in the official financial records of the City and the Commission.
Proceeds of the Bonds, less the appropriations made in Section 4.01 hereof,together with any other
funds appropriated during the construction of the Utility Improvements financed by the Bonds will
be deposited in the Construction Fund to be used solely to defray expenses of the Utility
Improvements. Any balance remaining in the Construction Fund,after the Utility Improvements are
completed and the cost 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 is to be deposited in the Debt Service Fund.
4.03. Commission Covenants. The Commission covenants and agrees with the holders
of the Bonds that so long as any of the Bonds remain outstanding and unpaid, it will keep and
enforce the following covenants and agreements:
(a) The Commission will continue to maintain and efficiently operate the
Utility System as public utilities and conveniences free from competition of other like
municipal utilities and will cause all revenues therefrom to be deposited in bank accounts
and credited to the Utility System accounts as hereinabove provided, and will make no
expenditures from those accounts except for a duly authorized purpose and in accordance
with this resolution.
(b) The Commission will also maintain the Debt Service Fund as a separate
account and will cause money to be credited thereto from time to time, out of Net
Revenues from the Utility System in sums sufficient to pay principal of and interest on
the Bonds when due.
(c) The Commission will keep and maintain proper and adequate books of
records and accounts separate from all other records of the Commission in which will be
complete and correct entries as to all transactions relating to the Utility System and which
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will be open to inspection and copying by any bondholder, or the bondholder's agent or
attorney, at any reasonable time, and it will furnish certified transcripts therefrom upon
request and upon payment of a reasonable fee therefor, and said account will be audited
at least annually by a qualified public accountant and statements of such audit and report
will be furnished to all bondholders upon request.
(d) The Commission will cause persons handling revenues of the Utility
System to be bonded in reasonable amounts for the protection of the Commission and the
bondholders and will cause the funds collected on account of the operations of the Utility
System to be deposited in a bank whose deposits are guaranteed under the Federal
Deposit Insurance Law.
(e) The Commission will keep the Utility System insured at all times against
loss by fire, tornado and other risks customarily insured against with an insurer or
insurers in good standing, in such amounts as are customary for like plants, to protect the
holders, from time to time, of the Bonds and the Commission from any loss due to any
such casualty and will apply the proceeds of such insurance to make good any such loss.
(f) The Commission and each and all of its officers will punctually perform
all duties with reference to the Utility System as required by law.
(g) The Commission will impose and collect charges of the nature authorized
by Minnesota Statutes, Section 444.075 at the times and in the amounts required to
produce Net Revenues adequate to pay all principal and interest when due on the Bonds,
and any other bonds similarly authorized, and to create and maintain such reserves
securing said payments as may be provided in this resolution.
(h) The Council has covenanted to levy general ad valorem taxes on all
taxable property in the City, when required to meet any deficiency in pledged Net
Revenues.
(i) The Commission hereby determines that the estimated collection of Net
Revenues herein pledged for the payment of principal and interest on the Bonds will
produce at least 5% in excess of the amount needed to meet, when due, the principal and
interest payments on the Bonds.
4.04. County Auditors' Certificates as to Registration. The Finance Manager is authorized
and directed to file a certified copy of this resolution with the County Auditor of Sherburne County
and to obtain the certificate required by Minnesota Statutes, Section 475.63.
4.05. General Obligation Pledge. For the prompt and full payment of the principal of 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 Debt Service Fund 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
EL185-69-713323 v2 9
are available for such purpose, and such general fund may be reimbursed with or without interest
from the Debt Service Fund when a sufficient balance is available therein.
Section 5. Authentication of Transcript; Execution of Related Documents.
5.01. Commission Proceedings and Records. The officers of the Commission are
authorized and directed to prepare and furnish to the Purchaser and to the attorneys approving
the Bonds, certified copies of proceedings and records of the Commission relating to the Bonds
and to the financial condition and affairs of the Commission, 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 Commission as to the facts stated therein.
5.02. Certification as to Official Statement. The President, Secretary and Finance
Manager, 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, the Commission and the Bonds.
5.03. Other Certificates. The President, Secretary and Finance Manager 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 President, Secretary and Finance Manager, on behalf of the Commission, and the Mayor and
City Clerk, on behalf of the City, shall also execute and deliver to the Purchaser a suitable
certificate as to absence of material litigation, and the Finance Manager shall also execute and
deliver a certificate as to payment for and delivery of the Bonds.
5.04 Electronic Signatures. The electronic signature of the President, Secretary and
Finance Manager, on behalf of the Commission, and the Mayor and City Clerk, on behalf of the
City,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 Commission and the City, as
applicable, 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 6. Tax Covenants.
6.01 Tax-Exempt Bonds. The Commission and the City covenant and agree 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
EL185-69-713323 v2 10
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 Commission and the City will comply with all
requirements necessary under the Code to establish and maintain the exclusion from gross
income of the interest on the Bonds under Section 103 of the Code, including without limitation
requirements relating to temporary periods for investments and limitations on amounts invested
at a yield greater than the yield on the Bonds
6.02. Rebate Required. The Commission and the City shall comply with requirements
necessary under the Code to establish and maintain the exclusion from gross income of the interest
on the Bonds under Section 103 of the Code, including without limitation (1) requirements relating
to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the
yield on the Bonds, and (3) 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.
6.03. Not Private Activity Bonds. The Commission City further covenants not to use
the proceeds of the Bonds or to cause or permit them or any of them to be used, in such a manner
as to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141
through 150 of the Code.
6.04. No Designation of Qualified Tax-Exempt Obligations. The Bonds have not been
designated as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the
Code.
6.05. Procedural Requirements. The Commission and the City will use their best
efforts to comply with any federal procedural requirements which may apply in order to
effectuate the designations made by this section.
Section 7. Book-Entry System; Limited Obligation 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 2.04
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 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
EL 185-69-713323 v2 1 1
"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 Finance Manager 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 Finance Manager 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
Commission, 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,
EL185-69-713323 v2 12
payments with respect to principal of, premium, if any, and interest on the Bond and notices with
respect to the Bond will be made and given, respectively in the manner provided in DTC's
Operational Arrangements, as set forth in the Representation Letter.
Section 8. Continuing Disclosure. With respect to the continuing disclosure requirements
under Rule 15c2-12(b)(5) (the "Rule") of the Securities and Exchange Commission, on the date
of actual issuance and delivery of the Bonds, the Commission and the City will execute and
deliver a Continuing Disclosure Certificate (the "Undertaking") whereunder the Commission and
the City will covenant to provide certain information specified in the Undertaking. The proposed
form of the Undertaking which has been submitted to the Commission for its consideration is
hereby approved, and the President and Secretary of the Commission and the Mayor and Clerk of
the City, or any other officer of the Commission or the City authorized to act in their place (the
"Officers") are hereby authorized to execute and deliver that Undertaking in the proposed form
or in such final form thereof reflecting such modifications thereof as are consistent with the Rule,
requested by the Purchasers of the Bonds and acceptable to the Officers who shall execute the
Undertaking (which consent shall be conclusively evidenced by their execution and delivery
thereof). The Undertaking, as so executed and delivered by the Officers, shall be as much a part
of this Resolution as if set forth in full herein and shall be for the benefit of the owners from time
to time of the Bonds.
Section 9. Defeasance. When the Bonds and all interest thereon, have been discharged
as provided in this section, all pledges, covenants and other rights granted by this resolution to
the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City
for the prompt and full payment of the principal of and interest on the Bonds will remain in full
force and effect. The City may discharge 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.
EL 185-69-713323 v2 13
The motion for the adoption of the foregoing resolution was duly seconded by Member
Nadeau, and upon vote being taken thereon,the following voted in favor thereof:
Chair John Dietz
Commissioner Paul Bell
Commissioner Al Nadeau
Commissioner Mary Stewart
and the following voted against the same:None
whereupon said resolution was declared duly passed and adopted.
EL185-69-713323 v2 14
STATE OF MINNESOTA )
)
COUNTY OF SHERBURNE )
) SS.
CITY OF ELK RIVER )
I, the undersigned, being the duly qualified and acting Secretary of the Elk River
Municipal Utilities Commission of the City of Elk River, Minnesota, DO HEREBY CERTIFY
that I have carefully compared the attached and foregoing extract of minutes of a meeting of the
Board of Commissioners, held on the date therein indicated, with the original thereof on file and
of record in my office and that the same is a full, true and complete transcript insofar as the same
relates to the $1,615,000 General Obligation Water Utility Revenue Bonds, Series 2021C.
WITNESS My hand on la /2__ 2021.
. i t_ji MAAA kj 1.-<—
Secretary
Elk River Municipal Utilities Commission
EL185-69-713323 v2 15
EXHIBIT A
PROPOSALS
A-1
EL185-69-713323 v2
bakertilly
S1}7t MUNKIRu ADVISORS
City of Elk River,Minnesota
General Obliyatlon Water Milky Revenue Bonds,Series 2021C
S&P Ratite AA+
Sale Date: May 11,2021 BBI:2.26%
Average Maturity: 11.156 Years
Bidder TIC
Robert W.Baird&Co_,Incorporated 1.7986%
Bernardi Securities,Inc. 1.8501%
Northland Securities,Inc. 1.9220%
Interest Reoffering Reoffering
Wiun'se Bidder Informatics Maturity Rate Yield Price
ROBERT W.BAIRD&CO., 81112022 4.00% 020% 104331%
INCORPORATED 8/112023 4.00% 0.22% 108.071%
C_L.King&Associates,Inc 8+1/2024 4.00% 0.30% 111_560%
Colliers Securties LLC 8+1.2025 4.00% 0.42% 114.683%
Fidelity Capital Markets 811)2026 4.00% 0.55% 117.466%
Davenport&Company LLC 8+1r2027 4_00% 0.65% 120.136%
Loop Capital Markets,LLC 8+1f2028 4.00% 0.80% 122.168%
Country Club Bank 8/1/2029 4_00% 0.95% 123.840%
Crews&Associates,Inc 81.12030 4.00% 1.05% 125.64S%
Sirs Pacific Securities,LLC 8+112031 4.00% 1.15% 124_662%
Isaak Bond hurl sots 8/1/2034 2_00% 1.60% 103388%
Wiotrast Investments,LLC 811/2037 2_00% 1.85% 101.255%
SumRidge Partners,LLC 81112041 2_00% 2.05% 99.177%
Midland Sees Limited
FMS Bands,Inc
MBank Secmities,Inc- Parches*Price:S 1,871,311625'
First Southern Secoriaies,LLC Net Interest Cast$361,967.08'
Dinosaur Securities,LLC TIC:1.7986%'
Mode Securities LLC
Valdes&Mormo
Other Bidders and Syndicate Members
BERNARDI SECURT IES,INC_
(No Syndicate Members)
NORTHLAND SECURITIES,INC.
(No Syndicate Mks)
* Sn&separr to bidapemr8 the par aims iareed 0 f1.615.009,-and thepicr,rat heifer:rag at atn leiw r cart how amyl al
$I.711,636.76.8352,27911 aid 1_319514,rcpekOw►'y.
Sayer Tay uuedpat Ao t:as.LLC lea regkaced mrnaprt advisor and wroaeed sun lOary or eater Tay US,LiP.an assanw:g em.
BakeTwy US,liP,rnnig i eaterTy,is a:eesoeror se gum nelson or Bata Tay eaenaaw:a lid,Ire:eemmes oracles are imam and
kbepeoeet legal mined.02021 Baker Tay lihniegial~mom LLC
Page III
A-2
EL 185-69-713323 v2
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION
WATER REVENUE BOND, SERIES 2021C
Date of
Rate Maturity Date Original Issue CUSIP
August 1, 20 June 10, 2021
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 February 1, 2022, 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.
This Bond is one of an issue in the aggregate principal amount of$1,615,000, all of like
original issue date and tenor, except as to number, maturity date, denomination, redemption
privilege, and interest rate, issued pursuant to a resolution adopted by the Elk River Municipal
Utilities Commission (the "Commission") on May 11, 2021 and the City Council of the City on
April 19, 2021 (collectively, the "Resolution"), for the purpose of financing costs related to the
construction of a field house facility to house service trucks, inventory and offices and pursuant
to and in full conformity with the Constitution, and the laws of the State of Minnesota, including
Minnesota Statutes, Chapter 475, as amended and Minnesota Statutes, Section 444.075. The
principal hereof and interest hereon are payable primarily from the net revenues of the water system
of the City in a special debt service fund of the City, as set forth in the Resolution to which
B-1
EL185-69-713323 v2
reference is made for a full statement of rights and powers thereby conferred. The full faith and
credit of the City are irrevocably pledged for payment of this Bond and the City Council has
obligated itself to levy ad valorem taxes on all taxable property in the City in the event of any
deficiency in net revenues,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 may elect on August 1, 2030, and on any date thereafter to prepay Bonds
maturing on or after August 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.
The Bonds maturing on August 1, 2034, August 1, 2037 and August 1, 2041, shall
hereinafter be referred to collectively as the "Term Bonds." The principal amounts of the Term
Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier
optional redemptions, with any partial redemption of the Term Bonds credited against future
mandatory sinking fund redemptions of such Term Bond in such order as the City shall
determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in
the principal amounts as follows:
Sinking Fund Installment Date Principal Amount
August 1, 2034 Term Bonds
2032 $85,000
3033 85,000
2034 (maturity) 90,000
Sinking Fund Installment Date Principal Amount
August 1, 2037 Term Bonds
2035 $90,000
2036 90,000
2037 (maturity) 95,000
Sinking Fund Installment Date Principal Amount
August 1, 2041 Term Bonds
2038 $95,000
2039 100,000
2040 100,000
2041 (maturity) 100,000
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EL185-69-713323 v2
As provided in the Resolution and subject to certain limitations set forth therein, this
Bond is transferable upon the books of the City and the Commission 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 and the Commission 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, the Commission 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, the
Commission nor the Registrar will be affected by any notice to the contrary.
The City Council has not designated the issue of 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").
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City,
through the Commission, has covenanted and agreed that it will continue to own and operate the
water system free from competition by other like municipal utilities; that adequate insurance on
said systems 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 Water
Utility Fund, into which it will pay all of the gross revenues from the water system; that it will
also create and maintain the General Obligation Water Utility Revenue Bonds, Series 2021C
Debt Service Fund, into which it will pay, out of the net revenues from the water system sums
sufficient to pay principal of the Bonds and interest on the Bonds when due; and that it will
provide, by ad valorem tax levies, for any deficiency in required net revenues of the water
system.
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things
required by the Constitution and laws of the State of Minnesota to be done, 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 the terms, have been done, have happened and
have been performed in regular and due form, time and manner, that prior to the issuance of this
bond the City Council of the City has provided funds for the payment of principal and interest on
the bonds of this issue as the same become due, but the full faith and credit of the City is pledged
for their payment and taxes will be levied, if required for such purpose, without limitation as to
the rate of amount; and that this bond, together with all other indebtedness of the City
outstanding on the date of its issuance, does not exceed any constitutional or statutory limitation
thereon.
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EL185-69-713323 v2
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.
(The remainder of this page is intentionally left blank.)
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EL185-69-713323 v2
IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by the
Commission, has caused this Bond to be executed on its behalf by the facsimile or manual
signatures of the President and Secretary of the Commission and the Mayor and Clerk and has
caused this Bond to be dated as of the date set forth below.
Date of Registration: Registrable by: U.S. BANK NATIONAL ASSOCIATION
Payable at: U.S. BANK NATIONAL ASSOCIATION
June 10, 2021
CITY OF ELK RIVER,
SHERBURNE COUNTY, MINNESOTA
BOND REGISTRAR'S
CERTIFICATE OF /s/Facsimile
AUTHENTICATION Mayor
This Bond is one of the Bonds
described in the Resolution mentioned /s/Facsimile
within. Clerk
U.S. Bank National Association, in St. ELK RIVER MUNICIPAL UTILITIES COMMISSION,
Paul, Minnesota SHERBURNE COUNTY, MINNESOTA
Bond Registrar
/s/Facsimile
President
By:
Authorized Signature
/s/Facsimile
Secretary
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EL185-69-713323 v2
The following abbreviations, when used in the inscription of 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 UNIF GIFT MINN ACT Custodian
in common (Cust) (Minor)
TEN ENT-- as tenants under Uniform Gift or Transfer to
by entireties Minors
JT TEN -- as joint tenants
with right of Act
survivorship and (State)
not as tenants in
common
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer the
said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
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:
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EL185-69-713323 v2
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program
("MSP") or other such "signature guarantee program" as may be determined by the Registrar in
addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities
Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners
if this Bond is held by joint account)
Please insert social security or
other identifying number of assignee
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EL185-69-713323 v2
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on
the books of the Registrar in the name of the person last noted below.
Signature of
Date of Registration Registered Owner Registrar
Cede & Co.
June 10, 2021 Federal ID #13-2555119
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EL185-69-713323 v2
STATE OF MINNESOTA COUNTY AUDITOR'S
CERTIFICATE AS TO
COUNTY OF SHERBURNE REGISTRATION WITH NO
AD VALOREM TAX LEVY
I, the undersigned County Auditor of Sherburne County, Minnesota, hereby certify that a
certified copy of a resolution adopted by the Elk River Municipal Utilities Commission, on May
11, 2021 and the resolution of the City Council of the City of Elk River adopted on April 19,
2021 (collectively, the "Resolution"), relating to the City's $1,615,000 General Obligation Water
Utility Revenue Bonds, Series 2021C, dated June 10, 2021, has been filed in my office and said
obligations have been registered on the register of obligations in my office.
WITNESS My hand and official seal this day of , 2021.
County Auditor
Sherburne County, Minnesota
(SEAL)
By
Deputy
EL 185-69-713323 v2