RES 26-59I
Elk = -
River
RESOLUTION NO. 26-59
A RESOLUTION AWARDING THE SALE OF
$7,460,000 GENERAL OBLIGATION
TAX ABATEMENT BONDS, SERIES 2026A
FIXING THEIR FORM AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council (the "Council") of the City of Elk River, Sherburne
County, Minnesota (the "City") as follows:
Section 1. Sale of Bonds.
1.01. Bac ,,rroun Findin . It is determined that:
(a) The City is authorized by Minnesota Statutes, Chapter 475 and Sections 469.1812
through 469.1815, as amended (collectively, the "Abatement Act") to utilize property tax abatements on
specified parcels in order to accomplish certain public purposes.
(b) On August 17, 2026, the City held a public hearing regarding, and adopted a resolution
(the "Abatement Resolution") approving property tax abatements in the maximum amount of $7,690,000
on certain property in the City (the "Abatement Parcels") pursuant to the Abatement Act to assist in
financing certain public improvements including without limitation a portion of the cost of the
construction of a new municipal liquor store in the City (the "Project"). The amount of property tax
abatements levied on the Abatement Parcels will be $7,460,000 as shown in Exhibit C attached hereto
(the "Abatements")
(c) Pursuant to a resolution adopted by the City Council on July 20, 2026, the City Council
determined it is necessary and expedient that the City issue its General Obligation Bonds Tax Abatement
Bonds in the proposed aggregate principal amount of $7,460,000 (the `Bonds") to finance the Project.
(d) The City is authorized by Minnesota Statutes, Section 475.60, Subdivision 2(9) to
negotiate the sale of the Bonds, if the City has retained an independent municipal advisor in connection
with such sale. The City has retained Ehlers and Associates, Inc. as an independent municipal advisor in
connection with the sale of the Bonds. The actions of the City staff and the City's municipal advisor in
negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.02. Award to the Purchaser and Interest Rates. A tabulation of the bids received for the
purchase of the Bonds is attached hereto as EXHIBIT A. The proposal of Piper Sandler & Co.,
Minneapolis, Minnesota (the "Purchaser") to purchase the Bonds of the City described in the Terms
of Proposal thereof is hereby found and determined to be a reasonable offer received and is hereby
accepted, and such proposal is to purchase the Bonds at a price of $7,587,766.83 (par amount of
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[,s. or
ERiver
$7,460,000.00, plus a net premium of $193,610.30 less an underwriter's discount of $65,843.47), for
Bonds bearing interest as follows
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Year of
Interest
Year of
Interest
Maturi
Rate
Maturi l
Rate
2028
5.00%
2038
4.00%
2029
5.00
2039
4.00
2030
5.00
2040
4.00
2031
5.00
2041
4.00
2032
5.00
2042
4.00
2033
5.00
2043
4.00
2034
5.00
2044
4.00
2035
5.00
2045
4.00
2036
5.00
2046
4.00
2037
4.00
2047
4.00
1.03. Purchase Contract. Any amount paid by the Purchaser over the minimum purchase
price shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction
Fund hereinafter created, as determined by the Finance Manager upon consultation with the City's
municipal advisor. The Finance Manager is directed to retain the good faith deposit of the Purchaser,
pending completion of the sale of the Bonds. The Mayor and City Clerk are authorized to execute a
contract with the Purchaser on behalf of the City, if requested by the Purchaser.
1.04. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the total principal amount of $7,460,000, originally dated as of the date
of delivery (expected to be September 29, 2026), in fully registered form and in the denominations of
$5,000 each or any integral multiple thereof, numbered No. R-1 and upward, bearing interest as above
set forth, and maturing serially on February 1 in the years and amounts as follows:
Year
Amount
Year
Amount
2028
$130,000
2038
$380,000
2029
250,000
2039
395,000
2030
260,000
2040
415,000
2031
275,000
2041
430,000
2032
290,000
2042
445,000
2033
300,000
2043
465,000
2034
315,000
2044
485,000
2035
335,000
2045
505,000
2036
350,000
2046
525,000
2037
365,000
2047
545,000
As may be requested by the Purchaser, one or more term Bonds may be issued having
mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal
repayment schedule, and corresponding additions may be made to the provisions of the applicable
Bond(s).
1.05. Optional Redemption. The City may elect on February 1, 2036, and on any day
thereafter to prepay Bonds maturing on or after February 1, 2037. Redemption may be in whole or
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in part and if in part, at the option of the City and in such manner as the City will determine. If less
than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section
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.
Section 2. Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check, wire or
draft issued by the Registrar described herein.
2.02. Dates, Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made
available for payment, unless (i) the date of authentication is an interest payment date to which interest
has been paid or made available for payment, in which case the Bond will be dated as of the date of
authentication, or (ii) the date of authentication is prior to the first interest payment date, in which
case the Bond will be dated as of the date of original issue. The interest on the Bonds is payable on
February 1 and August 1 of each year, commencing August 1, 2027, to the registered owners thereof
of record as of the close of business on the 15`" day of the immediately preceding month, whether or
not that day is a business day.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent,
authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and
duties of the City and the Registrar with respect thereto are as follows:
(a) Register. The Registrar will keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of 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. When 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.
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(e) Improper or Unauthorized Transfer. When a Bond is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Bond until the Registrar is
satisfied that the endorsement on the Bond or separate instrument of transfer is valid and
genuine and that the requested transfer is legally authorized. The Registrar will incur no
liability for the refusal, in good faith, to make transfers which it, in its judgment, deems
improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is at any time registered, as of the applicable record date, in the bond
register as the absolute owner of such Bond, whether the Bond is overdue or not, for the
purpose of receiving payment of, or on account of, the principal of and interest on the Bond
and for all other purposes and payments so made to a registered owner or upon the owner's
order will be valid and effectual to satisfy and discharge the liability upon the Bond to the
extent of the sum or sums so paid.
(g) Taxes Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax,
fee or other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated Lost Stolen or Destroyed Bonds. If a Bond becomes mutilated or
is destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number,
maturity date and tenor in exchange and substitution for and upon cancellation of the
mutilated Bond or in lieu of and in substitution for any 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 and as provided by law, in which both the
City and the Registrar must be named as obligees. Bonds so surrendered to the Registrar will
be cancelled by the Registrar and evidence of such cancellation must be given to the City. If
the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not 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) at least 30 days prior to
the redemption date 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.
2.04. Apbointment of Initial Registrar. The City appoints Bond Trust Services Corporation,
Minneapolis, Minnesota, as the initial Registrar. The Mayor and the City Clerk are authorized to
execute and deliver, on behalf of the City, a contract with the Registrar. Upon merger or consolidation
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of the Registrar with another corporation, if the resulting corporation is a bank or trust company
authorized by law to conduct such business, the resulting corporation is authorized to act as successor
Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the
services performed. The City reserves the right to remove the Registrar upon 30 days' notice and
upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver
all cash and Bonds in its possession to the successor Registrar and deliver the bond register to the
successor Registrar. On or before each principal or interest due date, without further order of this
Council, the City Clerk must transmit to the Registrar money sufficient for the payment of all principal
and interest then due.
2.05. Execution Authentication and Delive =. The Bonds will be prepared under the
direction of the Finance Manager and executed on behalf of the City by the signatures of the Mayor
and the City Clerk, provided that all 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 the 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 is not obligated to see to the application of the purchase price.
Section 3. Form of Bond.
3.01. Form of Bonds. The Bonds will be printed or typewritten in substantially the form
set forth in Exhibit B attached hereto.
3.02 Approving Legal Opinion. The Finance Manager is authorized and directed to obtain
a copy of the proposed approving legal opinion of Kutak Rock LLP, Minneapolis, Minnesota, which
will be complete except as to dating thereof and to cause the opinion to be printed on or accompany
each Bond.
Section 4. Payment; Security; Pledges and Covenants.
4.01 Debt Service Fund. The Bonds are payable from the General Obligation Tax
Abatement Bonds, Series 2026A Debt Service Fund (the "Debt Service Fund") hereby created. 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 City.
Amounts in the Debt Service Fund are irrevocably pledged to the Bonds. To the Debt Service Fund
hereby created, there is hereby pledged and irrevocably appropriated and there will be credited: (A)
the proceeds of general ad valorem property taxes herein or hereafter levied and the Abatements; (B)
capitalized interest financed from Bond proceeds, if any; (C) the amount over the minimum purchase
price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in
accordance with Section 1.03 hereof; (D) all investment earnings on funds in the Debt Service Fund;
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and (E) any and all other moneys which are properly available and are appropriated by the City Council
to the Debt Service Fund. 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 other funds of the City, and such fund will be reimbursed for those
advances out of the proceeds of Abatements and Taxes when collected.
4.02 Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated for the Project will be deposited in a separate
construction fund (the "Construction Fund") to be used solely to defray expenses of the Project and
the payment of principal and interest on the Bonds prior to the completion and payment of all costs
of the Project. Any balance remaining in the Construction Fund after completion of the Project and
the costs thereof paid, may be used as provided in Minnesota Statutes, Section 475.65. Thereafter,
the Construction Fund is to be closed and any remaining balances therein and subsequent collections
of taxes for the Project are to be deposited in the Debt Service Fund.
4.03. Pledge of Tax Levu. For the purpose of paying the principal of and interest on the
Bonds, there is hereby levied a direct annual irrepealable ad valorem property tax (the "Taxes") upon
all of the taxable property in the City, which will be spread upon the tax rolls and collected with and
as part of other general taxes of the City. The taxes will be credited to the Debt Service Fund above
provided and will be in the years (being each year of collection) and amounts as set forth in Exhibit
C.
It is hereby determined that the estimated collections of Abatements and the foregoing Taxes
will produce at least 5% in excess of the amount needed to meet when due the principal and interest
payments on the Bonds.
4.04. Certification to Count- Auditor as to Debt Service Fund Amount. It is hereby
determined that the estimated collections of Abatements and the foregoing Taxes will produce at least
5% in excess of the amount needed to meet when due the principal and interest payments on the
Bonds. The amount of the Abatements is at least equal to the principal amount of the Bonds. The
tax levy herein provided is irrepealable until all of the Bonds are paid, provided that at the time the
City makes its annual tax levies the Finance Manager may certify to the County Auditor/Treasurer of
Sherburne County, Minnesota (the "County Auditor") the amount available in the Debt Service Fund
to pay principal and interest due during the ensuing year, and the County Auditor will thereupon
reduce the levy collectible during such year by the amount so certified in the manner and to the extent
permitted by Section 475.61, subdivision 3 of the Act.
4.05. Registration of Resolution. 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.
4.06 General Obligation Pledgee. 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
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.
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Section 5. Authentication of Transcript.
5.01. Cite Proceedings and Records. The officers of the City 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 City relating to the Bonds and to the financial condition and affairs of
the City, and such other certificates, affidavits and transcripts as may be required to show the facts
within their knowledge or as shown by the books and records in their custody and under their control,
relating to the validity and marketability of the Bonds, and such instruments, including any heretofore
furnished, may be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor, City Clerk and Finance Manager; or
any of them, are 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, as of the date thereof, is a complete and accurate
representation of the facts and representations made therein as of the date of the Official Statement, as it
relates to the City and the Bonds.
5.03. Other Certificates. The Mayor, City Clerk 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
Mayor, City Clerk and Finance Manager, or any of them, 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 Mayor, City Clerk, and Finance
Manager to this resolution and to any certificate authorized to be executed hereunder shall be as valid
as an original signature of such party and shall be effective to bind the City thereto. For purposes
hereof, (i) "electronic signature" means (a) a manually signed original signature that is then transmitted
by electronic means or (b) a signature obtained through DocuSign or Adobe or a similarly digitally
auditable signature gathering process; and (ii) "transmitted by electronic means" means sent in the
form of a facsimile or sent via the Internet as a portable document format ("pdf ') or other replicating
image attached to an electronic mail or internet message.
5.05 Payment of Costs of Issuance. The City authorizes the Purchaser to deposit the
amount of Bond proceeds allocable to the payment of issuance expenses being paid on the closing
date in accordance with the closing memorandum prepared by City's municipal advisor, Ehlers and
Associates, Inc. for further distribution paid by Ehlers and Associates, Inc.
Section 6. Tax Covenants.
6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to
time of the Bonds that it will not take or permit to be taken by any of its officers, employees or agents
any action which would cause the interest on the Bonds to become subject to taxation under the
Internal Revenue Code of 1986, as amended (the Code), and the Treasury Regulations promulgated
thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees
or agents to take, all affirmative action within its power that may be necessary to ensure that such
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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. 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. 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 City further covenants not to use the proceeds of
the Bonds or the Project financed by the Bonds, or to cause or permit them or any of them to be
used, in such a manner as to cause the Bonds to be "private activity bonds" within the meaning of
Sections 103 and 141 through 150 of the Code.
6.04. Bank Qualified Tax -Exempt Obligations. In order to qualify the Bonds as "qualified
tax exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City hereby designates the Bonds as "qualified tax-exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(c) the reasonably anticipated amount of tax-exempt obligations (other than private
activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2026 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year 2026
have been designated for purposes of Section 265(b)(3) of the Code.
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7. Book-EntU System. Limited Obligation of Cily.
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten
or printed fully registered Bond for each of the maturities set forth in Section 1.04 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.
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7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent
will have no responsibility or obligation to any broker dealers, banks and other financial institutions
from time to time for which DTC holds Bonds as securities depository (the "Participants") or to any
other person on behalf of which a Participant holds an interest in the 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 Bond, 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 City
Council, determines that it is in the best interests of the persons having beneficial interests in the
Bonds that they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will
notify the Participants, of the availability through DTC of Bond certificates. In such event the City
will issue, transfer and exchange Bond certificates as requested by DTC and any other registered
owners in accordance with the provisions of this resolution. DTC may determine to discontinue
providing its services with respect to the Bonds at any time by giving notice to the City and discharging
its responsibilities with respect thereto under applicable law. In such event, if no successor securities
depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in
accordance with this resolution and the provisions hereof will apply to the transfer, exchange and
method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this resolution to
the contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments
with respect to principal of, premium, if any, and interest on the Bond and all notices with respect to
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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.
8.01. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby
covenants and agrees that it will comply with and carry out all of the provisions of the Continuing
Disclosure Certificate. Notwithstanding any other provision of this resolution, failure of the City to
comply with the Continuing Disclosure Certificate is not an event of default with respect to the Bonds;
however any Bondholder may take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the City to comply with its
obligations under this section.
8.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and City Clerk and dated
the date of issuance and delivery of the Bonds, as originally executed and as it may be amended from
time to time in accordance with the terms thereof.
Section 9. Defeasance. When the Bonds and all accrued interest thereon, have been
discharged as provided in this section, all pledges, covenants and other rights granted by this resolution
to the holders of the Bonds will cease, except that the pledge of the full faith and credit of the City for
the prompt and full payment of the principal of and interest on the Bonds will remain in full force and
effect. The City may discharge the Bonds which are due on any date by depositing with the Registrar on
or before that date a sum sufficient for the payment thereof in full or by depositing irrevocably in escrow,
with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which
are backed by the full faith and credit of the United States of America, or any other security authorized
under Minnesota law for such purpose, bearing interest payable at such times and at such rates and
maturing on such dates and in such amounts as shall be required and sufficient, subject to sale and/or
reinvestment in like securities, to pay said obligation(s), which may include any interest payment on such
Bond and/or principal amount due thereon at a stated maturity (or if irrevocable provision shall have
been made for permitted prior redemption of such principal amount, at such earlier redemption date). If
any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Registrar
a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit.
Passed and adopted this 8th day of September, 2026.
1
4
Y
Jo J. 1b6z, May ar
ATTEST:
Justin . u ' Ord, City _lerk
E
4918-6157-6907.2
EXHIBIT A
PROPOSALS
A-1
4918-6157-6907.2 RC110-137-861775A
Jg'%kEHLERS
BID TABULATION
$7,690,000' General Obligation Tax Abatement Bonds, Series 2026A
City of Elk River, Minnesota
SALE: September 8, 2026
AWARD: PIPER SANDLER & CO.
Rating= S&P Global Ratings "AA+" / Stable
NAME OF INSTITUTIOIi
PIPER SANDLER. & CO.
Minneapolis, Minnesota
BAIRD
Milwaukee, Wisconsin
NORTHLAND SECURITIES, INC.
Minneapolis, Minnesota
MATURITY COUPON
(February 1) RATE
Tax Exempt - Bank Qualified
TRUE
REOFFERING PRICE INTEREST
YIELD RATE
$7,831,241.30 3.9888%
2028
5.00(r9
2.70(w/o
2029
5.000010
2.80(N/o
2030
5.000%
2.90(W/o
2031
5.000%
3.000W/o
2032
5.000%
3.1.00%
2033
5.0007/0
3.25(W.'o
2034
5.000°io
3,350%
2035
5.000%
3.450%
2036
5.000%a
3.600%
2037
4.000°'0
1750%
2038
4.000"/.,
3.80(P/4
2039
4.000%
3.850a,/o
2040
4.000%
3-900"/o
2041
4.000%a
3.950"/o
2042
4.00(1%
4.000%
2043_
4.(X)(P/a
4.050%
2044
4.00( /o
4.10(1%
2045
4.000%
4.15(r%
2046
4.000%a
4.20(No
2047
4.00(i%
4.2500/9
' Subsequent to bid opening the issue size was decreased to $7,460,000.
Adjusted Price: $7,587,766.83 Adjusted Net Interest Cast: $3,723,996.78
Adjusted TIC: 3.9964%
3.9944%
4,0156%
BUILDING COyMUNITIES IT'S WHAT WE DO. infaaehlers-incxom 1 (80C) 552-1171 1- www,ehiers-inc.com
A-2
4918-6157-6907.2 RC110-137-861775.v3
NAME OF INSTIT[iTION
RAYMOND JAMES &
ASSOCIATES, INC.
St. Petersburg, Florida
STIFEL, NICOLAUS & COMPANY,
INCORPORATED
Birmingham, Alabama
BOK FINANCIAL SECURITIES,
INC.
Milwaukee, Wisconsin
HILLTOPSECURITIES
Dallas, Texas
TD FINANCIAL PRODUCTS LLC_
New York, New York
BROWNSTONE INVESTMENT
GROUP, LLC
New York, New York
HUNTINGTON SECURITIES, INC
Chicago, Illinois
Bid Tabulation
City of Elk River, Minnesota
$7,690,000* General Obligation Tax Abatement zBonds, Series 2026A
TRUE
INTEREST
RATE
4.0487%
4.0866%
4,0932%
4.1992d/o
4,2112%
4.29045,b
4.4999%
September 8, 2026
Page 2
A-3
4918-6157-6907.2 RC110-137-861775.0
No. R-
EXHIBIT B
FORM OF BOND
UNITED STATES OF AMERICA
STATE OF MINNESOTA
COUNTY OF SHERBURNE
CITY OF ELK RIVER
GENERAL OBLIGATION TAX ABATEMENT BOND, SERIES 2026A
Date of
Rate Maturi , Original Issue CUSIP
February 1, 20_ September 29, 2026
Registered Owner: Cede & Co.
The City of Elk River Minnesota, a duly organized and existing municipal corporation in
Sherburne County, Minnesota (the "City"), acknowledges itself to be indebted and for value received
hereby promises to pay to the Registered Owner specified above or registered assigns, the principal
sum set forth above on the Maturity Date specified above, unless called for earlier redemption, with
interest thereon from the date hereof at the annual Rate specified above (calculated on the basis of a
360-day year of twelve 30 day months), payable February 1 and August 1 in each year, commencing
August 1, 2027, to the person in whose name this Bond is registered at the close of business on the
15' 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 Bond Trust Services Corporation, Minneapolis,
Minnesota, as Registrar, Authenticating Agent, Transfer Agent and Paying Agent, or its designated
successor under the Resolution described herein. For the prompt and full payment of such principal
and interest as the same respectively become due, the full faith and credit and taxing powers of the
City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2036, and on any date thereafter to prepay Bonds due on
or after February 1, 2037. 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.
City Council has designated the Bonds as "qualified tax-exempt obligations" within the
meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating
to disallowance of interest expense for financial institutions and within the $10 million limit allowed
by the Code for the calendar year of issue.
C
4918-6157-6907.2 RC110-137-861775A
This Bond is one of an issue in the aggregate principal amount of $7,460,000 all of like original
issue date and tenor, except as to number, maturity date, denomination, redemption privilege and
interest rate, all issued pursuant to a resolution adopted by the City Council on September 8, 2026
(the "Resolution"), for the purpose of providing money to assist in financing certain public
improvements including without limitation a portion of the cost of the construction of a new
municipal liquor store in the City, pursuant to and in full conformity with the Constitution and laws
of the State of Minnesota, including Minnesota Statutes, Chapters 469 and 475, as amended. The
principal hereof and interest hereon are payable from property tax abatements and from ad valorem
taxes levied on all taxable property in the City, all as set forth in the Resolution to which reference is
made for a full statement of rights and powers thereby conferred. The full faith and credit of the City
are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy
additional ad valorem taxes on all taxable property, in the City in the event of any deficiency in
property tax abatements, and ad valorem taxes pledged, which taxes may be levied without limitation
as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in
denominations of $5,000 or any integral multiple thereof of single maturities.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Registrar, by the registered owner
hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together
with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered
owner or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued
in the name of the transferee or registered owner, of the same aggregate principal amount, bearing
interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or
governmental charge required to be paid with respect to such transfer or exchange.
The City and the Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of
receiving payment and for all other purposes, and neither the City nor the Registrar will be affected
by any notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the Constitution and laws of the State of Minnesota, to be done, to
exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make
it a valid and binding general obligation of the City in accordance with its terms, have been done, do
exist, have happened and have been performed as so required, and that the issuance of this Bond does
not cause the indebtedness of the City to exceed any constitutional or statutory limitation of
indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under
the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Elk River, Sherburne County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of
the Mayor and City Clerk and has caused this Bond to be dated as of the date set forth below.
Dated: September 29, 2026
B-2
4918-6157-6907.2 RC110-137-861775A
CITY OF ELK RIVER, MINNESOTA
M rpr
ATTEST:
City Cle ' "
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
BOND TRUST SERVICES
CORPORATION
Authorized Representative
B-3
4918-6157-6907.2 RCI10-137-861775.0
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants
in common
TEN ENT -- as tenants
by entireties
JT TEN -- as joint tenants
with right of
survivorship and
not as tenants in
common
UNIF GIFT MIN ACT
Custodian
(Gust) (Minor)
under Uniform Gift or Transfer to
Minors Act
of..........................
(State)
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and
does hereby irrevocably constitute and appoint attorney to transfer
the said Bond on the books kept for registration of the within Bond, with full power of substitution
in the premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as
it appears upon the face of the within Bond in every particular, without
alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signature(s) must be guaranteed by a financial institution that is a member of the Securities
Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"),
the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature
B-4
4918-6157-6907.2 RC110-137-861775.v3
guarantee program" as may be determined by the Registrar in addition to, or in substitution for,
STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the
assignee requested below is provided.
Name and Address:
(Include information for all joint owners if this Bond
is held by joint account.)
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the
books of the Registrar in the name of the person last noted below.
Date of Registration Registered Owner
Cede & Co.
September 29, 2026 Federal ID #13-2555119
Signature of Registrar
4918-6157-6907.2 RC110-137-861775.v3
EXHIBIT C
Tax Levy
Tax Levy Schedule
Tax
Levy
Year
Tax
Collect
Year
Bond
Pay
Year
Total P+I
Net New DJS
P & 111105%
Tax Abatement
Revenue
Net Levy
2026
2027
2028
563,063.61
563,063.61
591,216.79
373,000.00
218,216.79
2027
2028
2029
566,950.00
566,950.00
595,297.50
373,000.00
222,297.50
2028
2029
2030
564,450.00
564,450.00
592,672.50
373,000.00
219,672.50
2029
2030
2031
566,450.00
566,450.00
594,772.50
373,000.00
221,772.50
2030
2031
2032
567,700.00
567,700.00
596,085.00
373,000.00
223,085.00
2031
2032
2033
563,200.00
563,200.00
591,360.00
373,000.00
218,360.00
2032
2033
2034
563,200.00
563,200.00
591,360.00
373,000.00
218,360.00
2033
2034
2035
567,450.00
567,450.00
595,822.50
373,000.00
222,822.50
2034
2035
2036
565,700.00
565,700.00
593,985.00
373,000.00
220,985.00
2035
2036
2037
563,200.00
563,200.00
591,360.00
373,000.00
218,360.00
2036
2037
2038
563,600.00
563,600.00
591,780.00
373,000.00
218,780.00
2037
2038
2039
563,400.00
563,400.00
591,570.00
373,000.00
218,570.00
2038
2039
2040
567,600.00
567,600.00
595,980.00
373,000.00
222,980.00
2039
2040
2041
566,000.00
566,000.00
594,300.00
373,000.00
221,300.00
2040
2041
2042
563,800.00
563,800.00
591,990.00
373,000.00
218,990.00
2041
2042
2043
566,000.00
566,000.00
594,300.00
373,000.00
221,300.00
2042
2043
2044
567,400.00
567,400.00
595,770.00
373,000.00
222,770.00
2043
2044
2045
568,000.00
568,000.00
596,400.00
373,000.00
223,400.00
2044
2045
2046
_ 567,800.00
567,800.00
_ 596,190.00
373,000.0_0
223,190.00
2045
2046
2047
566,800.00
566,800.00
595,140.00
373,000.00
222,140.00
Total
-
-
$11,311,763.61
$11,311,763.61
$11,877,351.79
$7,460,000.00
$4,417,351.79
C-1
4918-6157-6907.2 RC110-137-861775.v3
STATE OF MINNESOTA COUNTY AUDITOR/TREASURER'S
CERTIFICATE AS TO TAX
COUNTY OF SHERBURNE LEVY AND REGISTRATION
I, the undersigned County Auditor/Treasurer of Sherburne County, Minnesota, hereby certify
that a certified copy of a resolution adopted by the City Council of the City of Elk River Minnesota,
on September 8, 2026, levying taxes for the payment of its $7,460,000 General Obligation Tax
Abatement Bonds, Series 2026A, of said municipality dated September 29, 2026, has been filed in my
office and said bonds have been entered on the register of obligations in my office and that such tax
has been levied as required by law.
WITNESS My hand and official seal this day of , 2026.
County Auditor/Treasurer
Sherburne County, Minnesota
4918-6157-6907.2
l