2.3a ERMUSR 06-08-2021EXTRACT OF MINUTES OF MEETING OF THE
ELK RIVER MUNICIPAL UTILITIES COMMISSION
Pursuant to due call and notice thereof, a regularmeeting of the ElkRiver Municipal
Utilities Commission, was duly held in the Elk River Fire Station EOC Conference Room, 13073
OronoParkway 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
2021C.
The following members were present:Chair Dietz, and Commissioners Paul Bell,
Al Nadeau,and Mary Stewart
and the followingwere absent:Commissioner Matt Westgaard
*** *** ***
The Presidentannounced that the next order of businesswas consideration of the
p$1,615,000General Obligation
Water Utility Revenue Bonds, Series 2021C.
The FinanceManagerpresented 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 Aattached hereto.
After due consideration of the proposals, MemberStewartthenintroduced the following
resolution and moved its adoption.
EL185-69-713323.v2
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Resolution No. 21-12
AWARDING THE SALE OF $1,615,000GENERAL OBLIGATION WATER
UTILITY REVENUE BONDS, SERIES 2021CFIXING 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
:
Section 1. Background.
1.01The Cityof Elk River, Minnesota (theCity)is authorized by Minnesota
Statutes, Chapters 444 and 475finance the construction of a field
house facility to house service trucks, inventory, and offices of the Elk River Municipal Utilities
Improvements) by the issuance of General Obligation Water Utility Revenue
Bondsof the Citypayable from the net revenues of the water utility system of the Commission.
1.02The Cityis authorizedby law to borrow money necessary to finance the Utility
Improvementsand 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 2021C, in the
principal amount of$1,615,000(theBonds). All costs of the Utility Improvementsin 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.
1.03The City and the Commission haveretained Baker Tilly Municipal Advisors,
Bonds and are
therefore authorized to sell theBonds by private negotiation in accordance with Minnesota
Statutes, Section 475.60, Subdivision 2(9) and proposals to purchasethe Bonds have been
solicited by Baker Tilly.
Section 2. Sale of Bonds.
2.01Authorization. Itis hereby determined that it is necessary to provide financing for
the Utility Improvements and to finance those Utility Improvementsthrough theissuance of the
Bonds.
2.02.Award to thePurchaser and Interest Rates. The proposal of Robert W. Baird &
Co., Incorporated, Milwaukee, Wisconsinds ishereby
found and determined to be a reasonable offer and is hereby accepted, the proposal being to
purchase the Bonds at aprice of $1,721,636.76(par amount of $1,615,000,plusnetoriginal
issuepremium of $133,572.65,f $26,935.89), plus accrued interest
to date of delivery, if any, for Bonds bearing interest as follows:
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Year of InterestYear of Interest
MaturityRateMaturityRate
20224.00%20294.00%
20234.0020304.00
20244.0020314.00
20254.002034*2.00
20264.002037*2.00
20274.002041*2.00
20284.00
*Term Bond
2.03.Purchase Contract. Any amountpaid by the Purchaser over the minimum purchase
priceshall be credited to the Debt Service Fund hereinafter created, or deposited in the Construction
Fund hereinafter created,as determined by the Finance Managerin consultation with Baker Tilly.
The Finance Manageris directed to retain the good faith check of the Purchaser, pending
completion of the sale of the Bonds. The President and Secretaryare authorized to execute a
contract with the Purchaser on behalf of the City and theCommission, if requested by the
Purchaser.
2.04.Terms and Principal Amountsof the Bonds. TheCity and the Commissionwill
forthwithissue and sell the Bonds pursuant to the Act, in the total principal amount of
$1,615,000, originally dated as ofthe date of deliveryin fully registered form and issued in
denominationsof $5,000 each or any integral multiple thereof, numberedNo. R-1and upward,
bearing interest as above set forth, and maturing on August1 in the years and amounts as
follows:
YearAmountYearAmount
2022$50,0002029$75,000
202360,000203080,000
202460,000203180,000
202565,0002034*260,000
202670,0002037*275,000
202770,0002041*395,000
202875,000
*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 repaymentschedule, and corresponding additions may bemade to the provisions of the
applicable Bond(s).
2.05.Optional Redemption. TheCitymay 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 Cityand in such manner as theCitywill determine. If less
than all Bonds of a maturity are called for redemption, the Citywill notify DTC (as defined in
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Section 7hereof) of the particular amount of such maturity to be prepaid. DTC will determine by
lot the amount of each participants 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 August1, 2034,
August1, 2037and August1, 2041, shall hereinafter be referred to collectively as
datorysinking 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 DatePrincipal Amount
August1, 2034Term Bonds
2032$85,000
303385,000
2034(maturity)90,000
Sinking Fund Installment DatePrincipal Amount
August1, 2037Term Bonds
2035$90,000
203690,000
2037(maturity)95,000
Sinking Fund Installment DatePrincipal Amount
August1, 2041Term Bonds
2038$95,000
2039100,000
2040100,000
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 paidor
made available for payment, unless (i) the date of authentication is an interestpayment date to
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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,
th
2022, to the registered owners thereof of record as of the close of business on the 15day of the
immediately preceding month, whether or not that day is a business day.
3.03.Registration. TheCity,by the Commission, will appointand will maintain,a
bond registrar, transfer agent,
of registrationand 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 beregistered,
transferred or exchanged.
(b)Transfer of Bonds. Upon surrender for transfer of anyBond 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 aggregateprincipal 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 eachinterest 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 owns 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 presentedto the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registraris
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 itsjudgment, deems
improper or unauthorized.
(f)Persons Deemed Owners. The City andthe 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
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Bond and for all other purposes, and payments so made to a registered owner or upon the
d 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 mayimpose a charge upon the
owner thereof for a transfer or exchange of Bonds, sufficient to reimburse theRegistrar
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 delivera 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 tothe Registrarthat 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
RegistrarFand 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 willnotbenecessary to issue a new
Bond prior to payment.
(i)Redemption. In theevent 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 redemptionnotice by first class mail (postage prepaid) not less
than 30 days prior to the date of redemptionto 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
toany registered owner, or any defect therein, will not affect the validity of the
proceedingsfor 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 ondeposit with the place of payment at that time.
3.04.Appointmentof Initial Registrar. The City appoints U.S. Bank National
Association,St. Paul, Minnesota, as the initialRegistrar. ThePresident and Secretaryare
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 conductsuch 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 rightto remove the
Registrar upon 30cessor Registrar, in which
event the predecessor Registrar must deliver all cashand Bonds in its possession to the successor
Registrar and deliver the bond register to thesuccessor Registrar. On or before each principal or
EL185-69-713323.v2
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interest due date, without further order of this Commission, there shall be transmitted to the
Registrar, fromamounts on hand in the Debt Service Account available therefore, an amount
sufficient to payall principal and interest then due on the Bonds.
3.05.Execution, Authentication and Delivery. The Bonds will be prepared under the
direction oftheFinanceManagerand executed on behalf of the City by the signatures of the
President and the Secretaryand the Commissionby the signatures of the Mayorand theClerk,
provided that thosesignatures may be printed, engraved or lithographed facsimilesof 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 benefitunder this Resolution unless and until a
certificate of authentication on aBondhas 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 Managerwill deliver
the same to the Purchaser thereof upon payment of the purchaseprice in accordance with the
contract of sale heretofore made and executed, and the Purchaser willnotbeobligated 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 Battached hereto.
3.07.Approving Legal Opinion. TheFinance Manageris authorized anddirected 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 willcause the
opinion to be printed onor 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 repaidon 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
designatedthe General Obligation Water Utility Revenue Bonds, Series 2021CDebt ServiceFund
. The Debt Service Fund shall be administered and maintainedby the
Finance Manageras a bookkeeping account separate and apart from all other funds maintained in
the official financial records of the Commission.The Debt Service Fund willbe maintained in the
manner herein specified until all of the Bonds and the interest thereon have been fully paid.
The Commissionwill continue to maintain and operate its WaterUtility Fund, to which will
be creditedall gross revenues of the waterutility system, and out of which
will be paid all normaland reasonable expenses of current operations of such Utility System. Any
balances therein are ll be transferred, from time to
time, to the Debt Service Fund hereby created,which fundwill be used only to pay principal of
EL185-69-713323.v2
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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 FinanceManagermust report any current or anticipated deficiency
in the Debt Service Fundto 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 Manageris directed to pay such principal or interest from the general fund of the City,
and thegeneral fundwill be reimbursed for the advances out of the proceeds of Net Revenues of
theWaterUtility Fundand taxes when collected. There is also appropriated to theDebt 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 ofthe 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
onthe Bonds.
4.02.Construction Fund. The Commissionhereby creates the General Obligation Water
Utility Revenue Bonds, Series2021CConstruction Fundto be
administered and maintained by the Finance Manageras a bookkeeping accountseparate and apart
from all other funds maintained in the official financial records of the City and theCommission.
Proceeds of the Bonds, less the appropriations made in Section 4.01hereof, together with any other
funds appropriated during the construction of the Utility Improvements financed by theBonds will
be deposited in theConstruction 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, theConstruction Fund is to be
closed and any balance remaining therein is to be deposited in the Debt Service Fund.
4.03.CommissionCovenants. The Commissioncovenants 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)TheCommissionwill continue to maintain and efficiently operate the
Utility System aspublic utilities and conveniences free from competition of other like
municipalutilities 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 inaccordance
with this resolution.
(b)The Commissionwill also maintain the Debt Service Fund as a separate
account and will cause money to be credited thereto from time to time, out ofNet
Revenues from the Utility System in sums sufficient to pay principal of andinterest on
the Bonds when due.
(c)The Commissionwill keep and maintain proper and adequate books of
records and accounts separate from all other records of the Commissionin which will be
complete and correct entries as to all transactions relating to the Utility System and which
EL185-69-713323.v2
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will be open to inspection and copying by any bondholder, orthe 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 publicaccountantand statements of such audit and report
will be furnished to all bondholders upon request.
(d)TheCommissionwill cause persons handling revenues of the Utility
System to be bonded in reasonable amounts for the protection of the Commissionand 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 Commissionwill keep the Utility System insured at alltimes 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 forlike plants, to protect the
holders, from time to time, of the Bonds and the Commissionfrom any loss due to any
such casualty and will apply the proceeds of such insurance tomake good any such loss.
(f)The Commissionand each and all of its officerswill punctually perform
all duties with reference to the Utility System as required by law.
(g)The Commissionwill 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 maintainsuch reserves
securing said payments as may be provided in this resolution.
(h)TheCouncil has covenanted tolevy general ad valorem taxes on all
taxable property in the City, when requiredto meet any deficiency in pledged Net
Revenues.
(i)The Commissionhereby determines that the estimatedcollection of Net
Revenues herein pledged for the payment of principal and interest on the Bondswill
produce at least 5% in excess of the amount needed to meet, when due, the principal and
interest payments on the Bonds.
4.04.Counttes as to Registration. The Finance Managerisauthorized
and directed to file a certified copy of this resolution with the County Auditor of SherburneCounty
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 Citywill 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 Citywhich
EL185-69-713323.v2
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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.CommissionProceedings and Records. The officersof the Commissionare
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 Commissionrelating 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 andunder their control, relating to the validity
and marketability of the Bonds and such instruments, including any heretofore furnished, may be
deemed representations of the Commissionas to the facts stated therein.
5.02.Certification as to Official Statement. The President,Secretaryand Finance
Manager, or any of them, are herebyauthorized 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 accuraterepresentation of the facts and representations made therein as
ofthedate of theOfficialStatement,asit relates to the City,theCommission and the Bonds.
5.03.Other Certificates.The President, Secretaryand Finance Manageror 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
thePresident,Secretaryand Finance Manager, on behalf ofthe Commission, and the Mayorand
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 Managershall also execute and
deliver a certificate as to payment for and delivery of the Bonds.
5.04Electronic Signatures.The electronic signature of the President, Secretaryand
Finance Manager, on behalf of the Commission, and the Mayor and City Clerk, on behalf of the
City,tothis 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 bindthe Commission andthe City, as
applicable, thereto.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)
f a facsimile or sent via the internet as a
portable document formar replicating imageattached to an electronic mail or
internet message.
Section 6.Tax Covenants.
6.01 Tax-Exempt Bonds. The Commissionand theCitycovenantand agreewith the
holders from time to time of the Bonds that it will not take or permit tobe 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
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subject to taxation under the Internal Revenue Code of 1986, as amended (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 Commissionand theCity will comply with all
requirements necessary under the Code to establish and maintain the exclusion from gross
income of the interest on the Bonds underSection 103 of the Code, including without limitation
requirements relating to temporary periods for investmentsandlimitations on amounts invested
at a yield greater than the yield on the Bonds
6.02.RebateRequired.The Commissionand the City shall comply withrequirements
necessary under the Code to establish and maintain the exclusion from gross income of the interest
on the Bondsunder Section 103 of the Code, including without limitation (1) requirements relating
to temporary periods for investments, (2) limitations onamounts invested at a yield greater than the
yield on theBonds, and (3) the rebate of excess investment earnings to the United States unless the
Bondsqualify 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
eaning of Sections 103and 141
through 150 of the Code.
6.04.No Designation ofQualifiedTax-Exempt Obligations. The Bonds have not been
-within the meaning of Section 265(b)(3) of the
Code.
6.05.Procedural Requirements. TheCommission and theCity will use theirbest
efforts to comply with any federalprocedural 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 orprinted 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
Except as provided in
this section, all of the outstanding Bonds will be registered in the registration bookskept by the
Registrar in the name of Cede & Co., as nomineeof 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
PayingAgent 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
EL185-69-713323.v2
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her person on behalf of which a Participantholds an interest in the
Bonds, including but not limitedtoany responsibility or obligation with respect to (i) the
accuracy of the records ofDTC, Cede & Co. or any Participant with respect toany 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, ofany 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 inwhose 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 allprincipal 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 paymentswill be valid and effectual to fully satisfy and dischargethe
interest on the
Bonds to the extent of the sum or sums so paid. No person otherthan 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 Managerof a
written notice to the effect that DTC has determined to substitute a new nominee in place of
,
of such a notice, the Finance Managerwill promptly deliver a copyof the same to the Registrar
and Paying Agent.
7.03.Representation Letter. The City has heretofore executed and delivered to DTC a
l govern
payment of principal of, premium, if any, and interest on the Bonds andnotices with respect to
the Bonds. Any Paying Agent or Registrar subsequently appointed by theCity with respect to the
Bonds will agree to take all action necessary for all representations of the City in the
Representation Letter with respectto the Registrar and Paying Agent, respectively, to be
complied with at all times.
7.04.Transfers OutsideBook-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 provisionsof 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 successorsecurities depository is appointed, the City will issue and the
Registrar will authenticate Bond certificates in accordancewith this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05.Paymentsto 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,
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payments with respect to principal of,premium, if any, and interest on the Bond and noticeswith
respect to the Bond will be made and given, respectively in the manner provi
Operational Arrangements, asset forth in the Representation Letter.
Section 8. Continuing Disclosure.With respect to the continuing disclosurerequirements
under Rule 15c2-d Exchange Commission, onthe date
of actual issuance and deliveryof theBonds, the Commission and the City will execute and
deliver a Continuing Disclosure Certificate(der the Commission and
the City will covenant to provide certain information specified in the Undertaking. The proposed
formof the Undertaking which has been submitted to the Commissionfor itsconsideration is
hereby approved, and the President and Secretary of the Commission and the Mayor and Clerk of
the City, or any other officer ofthe Commission or the City authorized toact in their place (the
ffiare hereby authorized to execute and deliver that Undertaking in theproposed form
or in such final form thereof reflecting such modifications thereof as are consistent with the Rule,
requested by the Purchasersof the Bonds and acceptable to theOfficerswho shall execute the
Undertaking (which consent shall be conclusively evidenced by their execution anddelivery
thereof). TheUndertaking, as so executed and delivered by the Officers, shall be asmuch a part
of this Resolution as if set forth infull herein and shall be for the benefit of the owners from time
to time of the Bonds.
Section 9. Defeasance. When the Bondsand 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 Bondswill 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 Bondswill remain in full
force and effect. The City may discharge Bondswhich 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, witha suitable institution qualified by lawas 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 insuch
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 onsuch 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
Bondshould not be paid when due, it maynevertheless be discharged by depositing with the
Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such
deposit.
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The motion for the adoption of the foregoing resolution was duly seconded by Member
Nadeau, and upon vote being taken thereon,the following voted in favorthereof:
Chair John Dietz
Commissioner Paul Bell
Commissioner Al Nadeau
Commissioner MaryStewart
and the following voted against the same:None
whereupon said resolution was declared dulypassed and adopted.
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EXHIBIT A
PROPOSALS
A-1
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A-2
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EXHIBIT B
FORM OF BOND
No. R-_____UNITED STATES OF AMERICA$__________
STATE OF MINNESOTA
COUNTYOF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION
WATER REVENUE BOND, SERIES 2021C
Date of
RateMaturity DateOriginal IssueCUSIP
August1, 20____June 10,2021
Registered Owner: Cede & Co.
The City of Elk River, Minnesota, a duly organized and existing municipal corporation in
SherburneCountys itself to be indebted and for value
received hereby promises to pay to the Registered Owner specified above or registered assigns,
the principal sumset forth above on the Maturity Date specified above,unlesscalled for earlier
redemptionwith 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, commencingFebruary1, 2022, to the person in whose name this Bond is
registered at the close ofbusiness on the15th 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 ElkRiver Municipal
Utilities CommonMay 11,2021and the City Council of the City on
April 19, 2021(collectively, costs related to the
construction of a field house facility to house service trucks, inventory and officesand pursuant
to and in fullconformity with the Constitution, and thelaws of theState 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 fundof the City, as set forth in the Resolution to which
B-1
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reference is made for a full statement of rights and powers thereby conferred. The full faithand
credit of the City are irrevocably pledged for payment of this Bond andthe 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 torate or amount. The Bonds
of this seriesare issued only as fully registered Bonds in denominations of $5,000 or any integral
multiple thereof of single maturities.
The City may elect on August1, 2030, and on any date thereafter to prepay Bonds
maturing on or after August1, 2031. Redemptionmay be in whole or in part and if in part, atthe
option of the City and in such manneras the City will determine. If less than all Bonds of a
maturity are called for redemption, the City will notifyThe Deposit
of the particularamount of such maturity to be prepaid. DTC will determine by lot the amount
select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments
will beat a price ofpar plus accrued interest.
The Bonds maturing on August1, 2034,August1, 2037and August1, 2041, shall
al 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 TermBond 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 principalamounts as follows:
Sinking Fund Installment DatePrincipal Amount
August1, 2034Term Bonds
2032$85,000
303385,000
2034(maturity)90,000
Sinking Fund Installment DatePrincipal Amount
August1, 2037Term Bonds
2035$90,000
203690,000
2037(maturity)95,000
Sinking Fund Installment DatePrincipal Amount
August1, 2041Term Bonds
2038$95,000
2039100,000
2040100,000
2041(maturity)100,000
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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 oy duly authorized in
writing upon surrender hereof together with a written instrument of transfer satisfactory to the
Registrar, dney; and may also be
surrendered in exchange for Bonds of other authorized denominations. Upon suchtransfer or
exchange theCity and the Commission will cause a new Bond or Bonds to be issued in the name
of the transferee or registered owner, of the sameaggregate principal amount, bearing interestat
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 suchtransfer or exchange.
The City,the Commission and theRegistrar may deem and treat the person in whose
name this Bond is registered as the absolute ownerhereof, whether this Bond is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the City, the
Commissionnor the Registrar will be affected by any notice to the contrary.
The City Council has not designated the issue of Bondsof which thisBondforms a part
ing of Section 265(b)(3) of the Internal
Revenue Code of .
IT IS HEREBYCERTIFIED AND RECITED that in and by the Resolution, the City,
through the Commission,has covenanted and agreed that it will continue to own and operatethe
water system free from competition by other like municipal utilities; that adequate insurance on
said systemsand 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 whichit will pay all of the gross revenues from thewater system; that it will
also create and maintain theGeneral Obligation Water Utility Revenue Bonds, Series2021C
Debt Service Fund, into which it will pay, out of the net revenues from the water system sums
sufficient to pay principal of the Bondsand interest on the Bondswhen due; and that it will
provide, by ad valorem tax levies, for any deficiency inrequired 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 happenand 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 theCity 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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This Bond is not validor 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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IN WITNESS WHEREOF, the City of Elk River,SherburneCounty, Minnesota, by the
Commission, has caused this Bond to be executed on its behalf by thefacsimile or manual
signatures of the President and Secretary of the Commission and the Mayor and Clerkand 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 REGISTRARS
CERTIFICATE OF
/s/ Facsimile
AUTHENTICATION
Mayor
ThisBondis one of theBonds
described in theResolution mentioned /s/ Facsimile
within.Clerk
ELK RIVERMUNICIPAL UTILITIES COMMISSION,
U.S. Bank National Association,in St.
SHERBURNE COUNTY, MINNESOTA
Paul, Minnesota
Bond Registrar
/s/ Facsimile
President
By:
Authorized Signature
/s/Facsimile
Secretary
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________________________
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 accordingto applicable laws or regulations:
TEN COM --as tenantsUNIF GIFT MINN ACT _____ Custodian _______
in common(Cust)(Minor)
TEN ENT --as tenantsunder Uniform Gift or Transfer to
by entiretiesMinors
JT TEN--as joint tenants
with right of
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:
e to this assignment must correspond with
thename as it appears upon the face of the within Bond in every
particular, without alteration or any changewhatever.
Signature Guaranteed:
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NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Pr
k Stock Exchange, Inc. Medallion SignaturesProgram
etermined 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 andAddress:
(Include information for all joint owners
if thisBond is held by joint account)
Please insert social security or
other identifying number of assignee
__________________
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PROVISIONS AS TO REGISTRATION
The ownership of the principalof 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 RegistrationRegistered OwnerRegistrar
Cede & Co.
June 10,2021Federal ID #13-2555119
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STATE OF MINNESOTA
CERTIFICATE AS TO
COUNTY OF SHERBURNEREGISTRATION WITHNO
AD VALOREM TAX LEVY
I, the undersignedCounty Auditor of SherburneCounty, Minnesota, hereby certify that a
certified copy of a resolution adopted by the Elk River Municipal Utilities Commission, on May
11,2021and the resolutionof the City Councilof the City ofElk River adopted on April 19,
$1,615,000General Obligation Water
Utility Revenue Bonds, Series2021C,dated June 10,2021, has been filed in my office and said
obligations havebeen registered on the register of obligations in my office.
WITNESS My hand and official seal this _____ dayof _________________, 2021.
County Auditor
Sherburne County, Minnesota
(SEAL)
By
Deputy
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