5.1. SR 01-22-2008REQUEST FOR ACTION
To Item Number
Economic Develo ment Authori 5.1.
Agenda Section Meeting Date Prepared by
Administration anua 22, 2008 Tim Simon, Finance Director
Item Description Reviewed by
Resolution Accepting Offer on the Sale of $2,000,000 General Lori ohnson, Ci Administrator
Obligation Bonds, Series 2008A, Providing for their Issuance Reviewed by
and Levying a Tax for the Payment Thereof
Action Requested
It is requested that the Economic Development Authority (EDA) adopt resolution 08- accepting
offer on the sale of $2,000,000 General Obligation Bonds, Series 2008A, providing for their issuance and
levying a tax for the payment thereof.
Background/Discussion
Sid Inman of Ehlers and Associates will be at the council meeting to present the results of the sale of
$2,000,000 General Obligation Bonds, Series 2008A, for the construction of a recreational facility leased
to The Young Men's Christian Association (YMCA).
Bids for this bond sale will be received on January 22, 2008. A conference call with Moody's was held on
Tuesday, January 15 and it is anticipated that Moody's will maintain the City's General Obligation debt
rating of Aa3, which was recently upgraded in October 2007. This will bring the total amount issued in
bonds for the YMCA project to $12,000,000.
Financial Impact
The EDA will levy for the debt service which can be written down on an annual basis. The YMCA via
lease payments will be responsible for 1 /3 of the debt service payments.
Attachments
• Resolution 08- Accepting Offer on the Sale of $2,000,000 General Obligation Bonds, Series
2008A, Providing for their Issuance and Levying a Tax for the Payment Thereof
Action Motion by Second by Vote
Follow Up
C:\Docuxnents and Settings\jmiller\Local Settings\Temporary Internet Files\OLK3E\EDA Bond Sale 012208.doc
EXTRACT OF MINUTES OF A MEETING OF THE
BOARD OF COMMISSIONERS OF THE
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER,
MINNESOTA
HELD: JANUARY 22, 2008
Pursuant to due call and notice thereof, a regular or special meeting of the Board of
Commissioners of the Economic Development Authority for the City of Elk River, Sherburne
County, Minnesota, was duly held at the City Hall, in the City of Elk River on January 22, 2008 at
6:30 P.M. for the purpose of awarding the sale of $2,000,000 General Obligation Bonds, Series
2008A of the Authority.
The following members were present:
and the following were absent:
Member introduced the following resolution and moved its adoption:
RESOLUTION 08-
RESOLUTION ACCEPTING OFFER ON THE SALE OF $2,000,000
GENERAL OBLIGATION BONDS, SERIES 2008A, PROVIDING FOR THEIR
ISSUANCE
AND LEVYING A TAX FOR THE PAYMENT THEREOF
A. WHEREAS, the Board of Commissioners of the Economic Development Authority
for the City of Elk River, Minnesota (the "Authority"), has heretofore determined that it is necessary
and expedient to issue its $2,000,000 General Obligation Bonds, Series 2008A (the "Bonds")
pursuant to Minnesota Statutes, Sections 469.102 and Chapter 475 to provide funds to finance the
acquisition and betterment. of a recreational facility within the City (the "Project"); and
B. WHEREAS, the City of Elk River, Minnesota (the "City") has, by its Ordinance No.
07-13, adopted on October 15, 2007 (the "Ordinance") in accordance with Minnesota Statutes,
Section 469.060, consented to the pledge of its full faith, credit and resources to the payment of the
Bonds; and
C. WHEREAS, offers to purchase the Bonds were solicited on behalf of the Authority
by Ehlers and Associates, Inc.; and
D. WHEREAS, it is in the best interests of the Authority that the Bonds be issued in
book-entry form as hereinafter provided; and
E. WHEREAS, the following offers were received, opened and recorded at the offices
of Ehlers and Associates, Inc. ("Ehlers") at 11:00 a.m. this same day:
Bidder Interest Rate Net Interest Cost
(See attached)
2114906x1
NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the
Economic Development Authority for the City of Elk River, Minnesota, as follows:
1. Acceptance of Offer. The offer of
(the "Purchaser"), to purchase the Bonds in accordance with the terms of
proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of $ ,
plus interest accrued to settlement, is hereby found, determined and declared to be the most
favorable offer received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser.
The Executive Director is directed to retain the deposit of the Purchaser and to forthwith return to
the bidders any good faith checks or drafts.
2. (a) Terms of Bonds; Original Issue Date; Denominations; Maturities; Term
Bond Options. The Bonds shall be dated February 20, 2008, as the date of original issue, shall be
issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward
in the denomination of $5,000 each or in any integral multiple thereof of a single maturity and shall
mature on February 1 in the years and amounts as follows:
Year Amount Year Amount
2009 $ 2013
2010 2014
2011 2015
2012
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).
(b) Book Entry Only System. The Depository Trust Company, a limited purpose trust
company organized under the laws of the State of New York or any of its successors or its
successors to its functions hereunder (the "Depository") will act as securities depository for the
Bonds, and to this end:
(i) The Bonds shall be initially issued and, so long as they remain in book entry
form only (the "Book Entry Only Period"), shall at all times be in the form of a separate
single fully registered Bond for each maturity of the Bonds; and for purposes of complying
with this requirement under paragraphs 5 (with respect to redemption) and 10 (with respect
to registration, transfer and exchange) Authorized Denominations for any Bond shall be
deemed to be limited during the Book Entry Only Period to the outstanding principal
amount of that Bond.
(ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond
register maintained by the Bond Registrar in the name of CEDE & CO., as the nominee (it
or any nominee of the existing or a successor Depository, the "Nominee").
2ll4906v1 2
(iii) With respect to the Bonds neither the Authority nor the Bond Registrar shall
have any responsibility or obligation to any broker, dealer, bank, or any other financial
institution for which the Depository holds Bonds as securities depository (the "Participant")
or the person for which a Participant holds an interest in the Bonds shown on the books and
records of the Participant (the "Beneficial Owner"). Without limiting the immediately
preceding sentence, neither the Authority, nor the Bond Registrar, shall have any such
responsibility or obligation with respect to (A) the accuracy of the records of the Depository,
the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B)
the delivery to any Participant, any Owner or any other person, other than the Depository,
of any notice with respect to the Bonds, including any notice of redemption, or (C) the
payment to any Participant, any Beneficial Owner or any other person, other than the
Depository, of any amount with respect to the principal of or premium, if any, or interest on
the Bonds, or (D) the consent given or other action taken by the Depository as the
Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or
consent of any Holder under this Resolution, the Authority may, however, rely upon an
omnibus proxy under which the Depository assigns its consenting or voting rights to certain
Participants to whose accounts the Bonds are credited on the record date identified in a
listing attached to the omnibus proxy.
(iv) ~ The Authority and the Bond Registrar may treat as and deem the Depository
to be the absolute owner of the Bonds for the purpose of payment of the principal of and
premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption
and other matters with respect to the Bonds, for the purpose of obtaining any consent or
other action to be taken by Holders for the purpose of registering transfers with respect to
such Bonds, and for all purposes whatsoever. The Bond Registrar, as paying agent
hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to
the Holder or the Holders of the Bonds as shown on the bond register, and all such
payments shall be valid and effective to fully satisfy and discharge the Authority's obligations
with respect to the principal of and premium, if any, and interest on the Bonds to the extent
of the sum or sums so paid.
(v) Upon delivery by the Depository to the Bond Registrar of written notice to
the effect that the Depository has determined to substitute a new Nominee in place of the
existing Nominee, and subject to the transfer provisions in paragraph 10 (with respect to
registration, transfer and exchange) references to the Nominee hereunder shall refer to such
new Nominee.
(vi) So long as any Bond is registered in the name of a Nominee, all payments
with respect to the principal of and premium, if any, and interest on such Bond and all
notices with respect to such Bond shall be made and given, respectively, by the Bond
Registrar or Authority, as the case may be, to the Depository as provided in the Letter of
Representations to the Depository required by the Depository as a condition to its acting as
book-entry Depository for the Bonds (said Letter of Representations, together with any
replacement thereof or amendment or substitute thereto, including any standard procedures
or policies referenced therein or applicable thereto respecting the procedures and other
matters relating to the Depository's role as book-entry Depository for the Bonds, collectively
hereinafter referred to as the "Letter of Representations").
altn9o6~i 3
(vii) All transfers of beneficial ownership interests in each Bond issued in book-
entry form shall be limited in principal amount to Authorized Denominations and shall be
effected by procedures by the Depository with the Participants for recording and
transferring the ownership of beneficial interests in such Bonds.
(viii) In connection with any notice or other communication to be provided to the
Holders pursuant to this Resolution by the Authority or Bond Registrar with respect to any
consent or other action to be taken by Holders, the Depository shall consider the date of
receipt of notice requesting such consent or other action as the record date for such consent
or other action; provided, that the Authority or the Bond Registrar may establish a special
record date for such consent or other action. The Authority or the Bond Registrar shall, to
the extent possible, give the Depository notice of such special record date not less than
fifteen calendar days in advance of such special record date.
(ix) Any successor Bond Registrar in its written acceptance of its duties under
this Resolution and any paying agency/bond registrar agreement, shall agree to take any
actions necessary from time to time to comply with the requirements of the Letter of
Representations.
(x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of
surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5
(with respect to redemption), make a notation of the reduction in principal amount on the
panel provided on the Bond stating the amount so redeemed.
(c) Termination of Book-Entry Only System. Discontinuance of a particular
Depository's services and termination of the book-entry only system may be effected as follows:
(i) The Depository may determine to discontinue providing its services with
respect to the Bonds at any time by giving written notice to the Authority and discharging its
responsibilities with respect thereto under applicable law. The Authority may terminate the
services of the Depository with respect to the Bonds if it determines that the Depository is
no longer able to carry out its functions as securities depository or the continuation of the
system of book-entry transfers through the Depository is not in the best interests of the
Authority or the Beneficial Owners.
(ii) Upon termination of the services of the Depository as provided in the
preceding paragraph, and if no substitute securities depository willing to undertake the
functions of the Depository hereunder can be found which, in the opinion of the Authority,
is willing and able to assume such functions upon reasonable or customary terms, or if the
Authority determines that it is in the best interests of the Authority or the Beneficial Owners
of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the
Bonds shall no longer be registered as being registered in the bond register in the name of
the Nominee, but may be registered in whatever name or names the Holder of the Bonds
shall designate at that time, in accordance with paragraph 10 hereof (with respect to
registration, transfer and exchange). To the extent that the Beneficial Owners are designated
as the transferee by the Holders, in accordance with paragraph 10 (with respect to
registration, transfer and exchange), the Bonds will be delivered to the Beneficial Owners.
z~la9o6~i 4
(iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of
paragraph 10 (with respect to registration, transfer and exchange).
(d) Letter of Representations. The provisions in the Letter of Representations are
incorporated herein by reference and made a part of the resolution, and if and to the extent any such
provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter
of Representations shall control.
3. Pu ose. The Bonds shall provide funds to finance the Project. The total cost of
the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is
estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with
due diligence to completion.
4. Interest. The Bonds shall bear interest payable semiannually on February 1 and
August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2008, calculated
on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth
opposite the maturity years as follows:
Maturity
Year
2009
2010
2011
2012
Interest Rate
Maturity
Year
2013
2014
2015
Interest Rate
5. Redemption. The Bonds are not subject to redemption and prepayment prior to
their stated maturity dates.
6. Bond Registrar. U.S. Bank National Association, in St. Paul, Minnesota, is appointed
to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and
shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract
the Authority and Bond Registrar shall execute which is consistent herewith. The Bond Registrar
shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal
and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in
the manner set forth in the form of Bond and paragraph 13.
7. Form of Bond. The Bonds, together with the Bond Registrar s Certificate of
Authentication, the form of Assignment and the registration information thereon, shall be in
substantially the following form:
2114906v1 S
UNITED STATES OF AMERICA
STATE OF MINNESOTA
SHERBURNE COUNTY
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER
R- ~
GENERAL OBLIGATION BOND, SERIES 2008A
Interest Rate Maturity Date Date Of Original Issue CUSIP
February 1, 20_ February 20, 2008
REGISTERED OWNER: CEDE & CO.
PRINCIPAL AMOUNT:
The Economic Development Authority for the City of Elk River, Sherburne County,
Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the
registered owner specified above, or registered assigns, in the manner hereinafter set forth, the
principal amount specified above, on the maturity date specified above, without option of prior
redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year
(each, an "Interest Payment Date"), commencing August 1, 2008, at the rate per annum specified
above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is
paid or has been provided for. This Bond will bear interest from the most recent Interest Payment
Date to which interest has been paid or, if no interest has been paid, from the date of original issue
hereof. The principal of and premium, if any, on this Bond are payable upon presentation and
surrender hereof at the office of U.S. Bank National Association in St. Paul, Minnesota (the "Bond
Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer.
Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the
person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration
books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the
close of business on the fifteenth day of the calendar month next preceding such Interest Payment
Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the
person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person
who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the
Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of
the Special Record Date shall be given to Bondholders not less than ten days prior to the Special
Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful
money of the United States of America. So long as this Bond is registered in the name of the
Depository or its Nominee as provided in the Resolution hereinafter described and as those terms
are defined therein, payment of principal of and interest on this Bond and notice with respect
thereto shall be made as provided in the Letter of Representations, as defined in the Resolution.
Bonds may only be registered in the name of the Depository or its Nominee.
This Bond shall not be valid or become obligatory for any purpose or be entitled to any
security unless the Certificate of Authentication hereon shall have been executed by the Bond
Registrar.
2114906v1 6
Optional Redemption. The Bonds of this issue (the "Bonds") are not subject to redemption
and prepayment prior to their stated maturity dates.
Issuance; Purpose; General Obligation. This Bond is one of an issue in the total principal
amount of $2,000,000, all of like date of original issue and tenor, except as to number, maturity,
interest rate, denomination and redemption privilege, issued pursuant to and in full conformity with
the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the
Board of Commissioners on January 22, 2008 (the "Resolution"), for the purpose of providing funds
to finance the acquisition and betterment of a recreational facility. This Bond is payable out of the
General Obligation Bonds, Series 2008A Fund of the Issuer. This Bond constitutes a general
obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal,
premium, if any, and interest when the same become due, the full faith and credit and taxing powers
of the City of Elk River, Minnesota, have been and are hereby irrevocably pledged pursuant to
Ordinance No. 07-13, adopted by the City Council of the City of Elk River, Minnesota, on October
15, 2007.
Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered
form in the denominations of $5,000 and integral multiples thereof of a single maturity and are
exchangeable for fully registered Bonds of other authorized denominations in equal aggregate
principal amounts at the principal office of the Bond Registrar, but only in the manner and subject
to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a
description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in
the principal office of the Bond Registrar.
Transfer. This Bond is transferable by the Holder in person or by the Holder s attorney duly
authorized in writing at the principal office of the Bond Registrar upon presentation and surrender
hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and
to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar.
Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in
exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but
not registered in blank or to "bearer" or similar designation), of an authorized denomination or
denominations, in aggregate principal amount equal to the principal amount of this Bond, of the
same maturity and bearing interest at the same rate.
Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection with the transfer or exchange of
this Bond and any legal or unusual costs regarding transfers and lost Bonds.
Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in
whose name this Bond is registered as the owner hereof for the purpose of receiving payment as
herein provided (except as otherwise provided herein with respect to the Record Date) and for all
other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond
Registrar shall be affected by notice to the contrary.
Qualified Tax-Exempt Obligations. This Bond has been designated by the Issuer as a
"qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of
1986, as amended.
2114906x1 7
IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required
by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed,
precedent to and in the issuance of this Bond, have been done, have happened and have been
performed, in regular and due form, time and manner as required by law, and that this Bond,
together with all other debts of the Issuer outstanding on the date of original issue hereof and the
date of its issuance and delivery to the original purchaser, does not exceed any constitutional or
statutory limitation of indebtedness.
IN WITNESS WHEREOF, the Economic Development Authority for the City of Elk
River, Sherburne County, Minnesota, by its Board of Commissioners has caused this Bond to be
executed on its behalf by the facsimile signatures of its President and Executive Director, the
corporate seal of the Issuer having been intentionally omitted as permitted by law.
Date of Registration:
2008
BOND REGISTRAR'S
CERTIFICATE OQF
AUTHENTICATION
This Bond is one of the
Bonds described in the
Resolution mentioned
within.
U.S. Bank National Association,
as Bond Registrar
Registrable by: U.S. BANK NATIONAL
ASSOCIATION
Payable at: U.S. BANK NATIONAL
ASSOCIATION
ECONOMIC DEVELOPMENT AUTHORITY
FOR THE CITY OF ELK RIVER
SHERBURNE COUNTY, MINNESOTA
1s/ Facsimile
President
By
Authorized Signature
1s/ Facsimile
Executive Director
2ll4906v1 8
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, shall 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 the entireties
JT TEN - as joint tenants with right of survivorship
and not as tenants in common
UTMA -
as custodian for
under the
(State)
(Gust) (Minor)
Uniform Transfers to Minors Act
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 does hereby
irrevocably constitute and appoint attorney to transfer the Bond on the books
kept for the registration thereof, 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:
Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm
having a membership in one of the major stock exchanges.
The Bond Registrar will not effect transfer of this Bond unless the information concerning
the transferee requested below is provided.
Name and Address:
(Include information for all joint owners if the Bond is held by joint account.)
2114906x1 9
8. Execution; Temporary Bonds. The Bonds shall be in typewritten form, shall be
executed on behalf of the Authority by the signatures of its President and Executive Director and be
sealed with the seal of the Authority; provided, as permitted by law, both signatures maybe
photocopied facsimiles and the corporate seal has been omitted. In the event of disability or
resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile
signature of the officer who may act on behalf of the absent or disabled officer. In case either
officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be
such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid
and sufficient for all purposes, the same as if the officer had remained in office until delivery.
9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled
to any security or benefit under this resolution unless a Certificate of Authentication on the Bond,
substantially in the form hereinabove set forth, shall have been duly executed by an authorized
representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be
signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the
Authority on each Bond by execution of the Certificate of Authentication on the Bond and by
inserting as the date of registration in the space provided the date on which the Bond is
authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond
Registrar shall insert as a date of registration the date of original issue of February 20, 2008. The
Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been
authenticated and delivered under this resolution.
10. Registration; Transfer; Exchange. The Authority will cause to be kept at the
principal office of the Bond Registrar a bond register in which, subject to such reasonable
regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration
of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein
provided.
Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the
Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of
registration (as provided in paragraph 9 with respect to authentication) of, and deliver, in the name
of the designated transferee or transferees, one or more new Bonds of any authorized denomination
or denominations of a like aggregate principal amount, having the same stated maturity and interest
rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or
in the name of "bearer" or similar designation.
At the option of the Holder, Bonds may be exchanged for Bonds of any authorized
denomination or denominations of a like aggregate principal amount and stated maturity, upon
surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any
Bonds are so surrendered for exchange, the Authority shall execute (if necessary), and the Bond
Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the holder
making the exchange is entitled to receive.
All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be
promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the Authority.
2114906x1 1 0
All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general
obligations of the Authority evidencing the same debt, and entitled to the same benefits under this
resolution, as the Bonds surrendered for such exchange or transfer.
Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be
accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly
executed by the holder thereof or the Holder's attorney duly authorized in writing.
The Bond Registrar may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with the transfer or exchange of any Bond and any legal
or unusual costs regarding transfers and lost Bonds.
Transfers shall also be subject to reasonable regulations of the Authority contained in any
agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close
its transfer books between record dates and payment dates.
11. Rights Upon Transfer or Exchange. Each Bond delivered upon transfer of or in
exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid,
and to accrue, which were carried by such other Bond.
12. Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest
Payment Date by check or draft mailed to the person in whose name the Bond is registered (the
"Holder") on the registration books of the Authority maintained by the Bond Registrar and at the
address appearing thereon at the close of business on the fifteenth day of the calendar month next
preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely
paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record
Date, and shall be payable to the person who is the Holder thereof at the close of business on a date
(the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for
payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond
Registrar to the Holders not less than ten days prior to the Special Record Date.
13. Treatment of Registered Owner. The Authority and Bond Registrar may treat the
person in whose name any Bond is registered as the owner of such Bond for the purpose of
receiving payment of principal of and premium, if any, and interest (subject to the payment
provisions in paragraph 12 with respect to interest payment and record date) on, such Bond and for
all other purposes whatsoever whether or not such Bond shall be overdue, and neither the Authority
nor the Bond Registrar shall be affected by notice to the contrary.
14. Delivery; Application of Proceeds. The Bonds when so prepared and executed shall
be delivered by the Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser
shall not be obliged to see to the proper application thereof.
15. Fund and Accounts. There is hereby created a special fund to be designated the
"General Obligation Bonds, Series 2008A Fund" (the "Fund") to be administered and maintained by
the Treasurer as a bookkeeping account separate and apart from all other funds maintained in the
official financial records of the Authority. The Fund shall be maintained in the manner herein
specified until all of the Bonds and the interest thereon have been fully paid. There shall be
maintained in the Fund the following separate accounts:
2114906v1 1 1
(i) Project Account. To the Project Account there shall be credited the
proceeds of the sale of the Bonds, less any accrued interest received thereon. From the
Project Account there shall be paid all costs and expenses of the Project, including the cost
of acquisition and any construction contracts heretofore let and all other costs incurred and
to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys
in the Project Account shall be used for no other purpose except as otherwise provided by
law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay
interest on the Bonds due prior to the anticipated date of commencement of the collection
of taxes herein levied or covenanted to be levied.
(ii) Debt Service Account. There are hereby irrevocably appropriated and
pledged to, and there shall be credited to, the Debt Service Account: (a) all accrued interest
received upon delivery of the Bonds; (b) any collections of all taxes herein or hereafter levied
for the payment of the Bonds and interest thereon; (c) any funds made available to the
Authority from the City; (d) all funds remaining in the Project Account after completion of
the Project and payment of the costs thereof; (e) all investment earnings on funds held in the
Debt Service Account; and (f) any and all other moneys, which are properly available and are
appropriated by the governing body of the Authority to the Debt Service Account. The
Debt Service Account shall be used solely to pay the principal and interest and any
premiums for redemption of the Bonds.
No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher
yielding investments or to replace funds which were used directly or indirectly to acquire higher
yielding investments, except (1) for a reasonable temporary period until such proceeds are needed
for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not
greater than the lesser of five percent of the proceeds of the Bonds or $100,000. Any proceeds of
the Bonds and any sums from time to time held in the Project Account or Debt Service Account (or
any other Authority account which will be used to pay principal or interest to become due on the
bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage
regulations may be invested without regard to yield shall not be invested at a yield in excess of the
applicable yield restrictions imposed by said arbitrage regulations on such investments after taking
into account any applicable "temporary periods" or "minor portion" made available under the
federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits
issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if
and to the extent that such investment would cause the Bonds to be "federally guaranteed" within
the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code").
16. Tax Levy; Coverage Test. To provide moneys for payment of the principal and
interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct
annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of
other general property taxes in the City for the years and in the amounts as follows:
Year of Tax Lew Year of Tax Lew Amount
2008-2013 2009-2014 See Attached Tax Levy Schedule
The tax levies are such that if collected in full they, together with and any other revenues herein
pledged for the payment of the Bonds, will produce at least five percent in excess of the amount
2114906x1 1 2
needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be
irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves
the right and power to reduce the levies in the manner and to the extent permitted by Minnesota
Statutes, Section 475.61, Subdivision 3.
17. General Obligation Pledge. For the prompt and full payment of the principal and
interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers
of the City have been irrevocably pledged by the Ordinance. If the balance in the Debt Service
Account is ever insufficient to pay all principal and interest then due on the Bonds and any other
bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the
Authority which are available for such purpose, and such other funds maybe reimbursed with or
without interest from the Debt Service Account when a sufficient balance is available therein.
18. Certificate of Registration and Tax Levy. The Executive Director is hereby directed
to file a certified copy of this resolution with the County Auditor of Sherburne County, Minnesota,
together with such other information as the County Auditor shall require, and to obtain the County
Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register, and
that the tax levy required by law has been made.
19. Records and Certificates. The officers of the Authority are hereby authorized and
directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the
issuance of the Bonds, certified copies of all proceedings and records of the Authority relating to the
Bonds and to the financial condition and affairs of the Authority, and such other affidavits,
certificates and information as are required to show the facts relating to the legality and marketability
of the Bonds as the same appear from the books and records under their custody and control or as
otherwise known to them, and all such certified copies, certificates and affidavits, including any
heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein.
20. Tax-Exempt Status of theBonds; Rebate. The Authority shall comply with
requirements necessary under the Code to establish and maintain the exclusion from gross income
under Section 103 of the Code of the interest on the Bonds, including without limitation
(a) requirements relating to temporary periods for investments;
(b) limitations on amounts invested at a yield greater than the yield on the Bonds; and
(c) the rebate of excess investment earnings to the United States.
The Authority expects to satisfy the twenty-four month expenditure exemption for gross
proceeds of the Bonds as provided in Section 1.148-7(c) of the Regulations. The President and or
Executive Director are hereby authorized and directed to make such elections as to arbitrage and
rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection
with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the
Authority.
21. Designation of 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
Authority hereby makes the following factual statements and representations:
zi i49o6~i 13
(a) the Bonds are issued after August 7, 1986;
(b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(c) the Authority hereby designates the Bonds as "qualified tax exempt obligations" for
purposes of Section 265(b)(3) of the Code;
(d) the reasonably anticipated amount of tax exempt obligations (other than private
activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will be
issued by the Authority (and all entities treated as one issuer with the Authority, and all subordinate
entities whose obligations are treated as issued by the Authority) during this calendar year 2008 will
not exceed $10,000,000; and
(e) not more than $10,000,000 of obligations issued by the Authority during this
calendar year 2008 have been designated for purposes of Section 265(b)(3) of the Code.
The Authority shall use its best efforts to comply with any federal procedural requirements
which may apply in order to effectuate the designation made by this paragraph.
22. Tax Covenants. In order to ensure that the interest on the Bonds shall at all times be
excluded from federal gross income, the Authority specifically represents, warrants and covenants
with all holders of the Bonds, as follows:
(a) It will fulfill all conditions specified in Sections 103 and 141 through 150 of the Code
and applicable Treasury Regulations as necessary to maintain the tax exempt status of the interest
borne by the Bonds.
(b) The Project, including any property financed or otherwise provided for by the net
proceeds of the Bonds, will be owned by the Authority and used by the general public or
organizations described in Section 501(c)(3) of the Code.
(c) Less than five percent of the net proceeds of the Bonds will be used to provide
property used either (i) by an organization described in Section 501(c)(3) of the Code in an activity
that constitutes an unrelated trade or business, or (ii) in a trade or business by a person other than an
organization described in Section 501 (c) (3) of the Code or a governmental unit (within the meaning
of Section 141 of the Code).
(d) It shall make no use of the Project, including but not limited to entering into any
agreement for the management of the Project or any similar agreement, the effect of which would
cause the Bonds not to constitute "qualified 501(c)(3) bonds," within the meaning of Section 145
and related Sections of the Code, and any service contract to be entered into with respect to the
Project (unless entered into with an organization described in Section 501(c)(3) of the Code) shall
constitute a "qualified management agreement" within the meaning of all pertinent provisions of
law, including all relevant provisions of the Code and regulations, rulings and revenue procedures
thereunder, including Revenue Procedure 97-13.
(e) Not more than two percent of the proceeds of the Bonds will be applied to the
payment of costs of issuance of the Bonds and all costs of issuance in excess of that amount will be
paid by the City from funds other than proceeds of the Bonds.
aiia9o6~i 14
(f) It has not leased, sold, assigned, granted or conveyed and will not lease, sell, assign,
grant or convey all or any portion of the Project or any interest therein to the United States or any
agency or instrumentality thereof within the meaning of Section 149(b) of the Code.
(g) No portion of the proceeds of the Bonds will be used to provide any of the
following facilities or facilities related or incidental thereto: any airplane, skybox or other private
luxury box, facility used primarily for gambling, or store the principal business of which is the sale of
alcoholic beverages for consumption off premises.
(h) As of the date hereof, the Authority and The Young Men's Christian Association of
Metropolitan Minneapolis (the "YMCA") are the only "principal users" of the Project and it will not
permit any person to become a "principal user" of the Project if such action would cause the interest
on the Bonds to become includable in federal gross income in the hands of the Bondholders.
(i) The average maturity of the Bonds does not exceed one hundred twenty percent of
the average reasonably expected economic life of the Project as determined in accordance with
Section 147(b) of the Code.
(j) No obligations have been or will be issued which are described in Section 141, 142,
143, 144 or 145 of the Code and that are (i) sold at substantially the same time as the Bonds, (ii) sold
pursuant to a common plan of marketing and (iii) payable in whole or in part by the YMCA or
otherwise have any common or pooled security for the payment of debt service thereon with the
Bonds.
(k) It Will not use the proceeds of the Bonds in such a manner as to cause the Bonds to
be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury
Regulations.
(1) It reasonably expects that eighty-five percent of the spendable proceeds of the
Bonds will be used to carry out the governmental purpose of the Bonds within three years of the
date the Bonds are issued. Not more than fifty percent of the proceeds of the Bonds will be invested
in nonpurpose investments (as defined in Section 148(fl(6)(A) of the Code) having a substantially
guaranteed yield for four years or more.
(m) It will comply with and fulfill all other requirements and conditions of the Code and
Treasury Regulations and rulings issued pursuant thereto relating to the acquisition, construction
and operation of the Project to the end that interest on the Bonds shall at all times be excludable
from federal gross income.
(n) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds to
be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury
Regulations; and to this end, the Authority shall pay to the United States, as a rebate, an amount
equal to the sum of (i) the excess of (I) the aggregate amount earned on all nonpurpose obligations
(other than investments attributable to an excess described in this clause), over (II) the amount
which would have been earned if all nonpurpose obligations were invested at a rate equal to the yield
on the Bonds plus (ii) any income attributable to the excess described in clause (i), at the times and
in the amounts required by Section 148 of the Code, all within the meaning of Section 148 of the
Code. The Authority shall maintain records of the interest rate borne by the Bonds and the
2114906x1 1 S
investments of the Project Account and Debt Service Account and earnings thereon in adequate
detail to enable the Authority to calculate the amount of any rebate required to be made to the
United States. Thy Authority shall pay the rebate to the United States at times and in installments
which satisfy Section 148 of the Code and the Treasury Regulations, at least once every five years
and within sixty days after the day on which the last of the Bonds is redeemed. Calculations of the
amount to be rebated shall be made at least every five years, by an independent accountant selected
by the Authority. Such calculations shall be retained until six years after the retirement of the
Bonds. The rebate shall be calculated as provided in the applicable Treasury Regulations, including
taking into account the gain or loss on the disposition of nonpurpose investments.
23. Tax Exemption Agreement. The Authority will enter into a Tax Exemption
Agreement, dated February 20, 2008, with the YMCA. The Tax Exemption Agreement is hereby
approved and the President and Executive Director are authorized to execute the Tax Exemption
Agreement on behalf of the Authority.
24. Payment of Issuance Expenses. The Authority authorizes the Purchaser to forward
the amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust
Company, N.A., in Greenwich, Connecticut, on the closing date for further distribution as directed
by Ehlers.
25. Defeasance. When all Bonds have been discharged as provided in this paragraph, all
pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds
shall, to the extent permitted by law, cease. The Authority may discharge its obligations with respect
to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or
before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid
when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient
for the payment thereof in full with interest accrued to the date of such deposit. The Authority may
also discharge its obligations with respect to any prepayable Bonds called for redemption on any
date when they are prepayable according to their terms, by depositing with the Bond Registrar on or
before that date a sum sufficient for the payment thereof in full, provided that notice of redemption
thereof has been duly given. The Authority may also at any time discharge its obligations with
respect to any Bonds, subject to the provisions of law now or hereafter authorizing and regulating
such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law
as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section
475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such
dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become due
thereon to maturity or, if notice of redemption as herein required has been duly provided for, to
such earlier redemption date.
26. Compliance with Reimbursement Bond Regulations. The provisions of this
paragraph are intended to establish and provide for the Authority's compliance with United States
Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the
"reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the
Authority to reimburse itself for any expenditure which the Authority paid or will have paid prior to
the Closing Date (a "Reimbursement Expenditure").
2ll4906v1 l6
The Authority hereby certifies and/or covenants as follows:
(a) Not later than sixty days after the date of payment of a Reimbursement Expenditure,
the Authority (or person designated to do so on behalf of the Authority) has made or will have made
a written declaration of the Authority's official intent (a "Declaration") which effectively (i) states the
Authority's reasonable expectation to reimburse itself for the payment of the Reimbursement
Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional
description of the property, project or program to which the Declaration relates and fox which the
Reimbursement Expenditure is paid, or identifies a specific fund or account of the Authority and the
general functional purpose thereof from which the Reimbursement Expenditure was to be paid
(collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be
issued by the Authority for the purpose of financing the Project; provided, however, that no such
Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the
Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying
and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed twenty
percent of the "issue price" of the Bonds, and (ii) a de minimi.r amount of Reimbursement
Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds.
(b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of
the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the
Reimbursement Regulations.
27. Continuing Disclosure. The Authority is the issuer of the Bonds. However it is not
an "obligated person" subject to the disclosure requirements under the SEC Rule 15c2-12(b)(5) (the
"Rule") because (i) the bonds are general obligations of the City and not the Authority and (ii)
financial information and operating data set forth in the Official Statement relates only to the City.
The City shall enter into a Continuing Disclosure Undertaking.
28. Severability. If any section, paragraph or provision of this resolution shall be held to
be invalid or unenforceable for any reason, the invalidity or unenforceability of such section,
paragraph or provision shall not affect any of the remaining provisions of this resolution.
29. Hea~din~s. Headings in this resolution are included for convenience of reference
only and are not a part hereof, and shall not limit or define the meaning of any provision hereof.
30. Effectiveness. This resolution shall become effective immediately as the City
Council has previously adopted the Ordinance which authorized the pledge of the City's full faith
and credit to the payment of the Bonds.
ATTEST:
Catherine Mehelich, Executive Director
Jeffrey Gongoll, President
2ll4906v1 17
STATE OF MINNESOTA
COUNTY OF SHERBURNE
ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER
I, the undersigned, being the duly qualified and acting Executive Director of the Economic
Development Authority for the City of Elk River, Minnesota, DO HEREBY CERTIFY that I have
compared the attached and foregoing extract of minutes with the original thereof on file in my
office, and that the same is a full, true and complete transcript of the minutes of a meeting of the
Board of Commissioners of said Authority, duly called and held on the date therein indicated,
insofar as such minutes relate to the Authority's $2,000,000 General Obligation Bonds, Series
2008A.
Dated: January 22, 2008.
City Clerk
2114906v1
BID TABULATION
$2,000,000 General Obligation Bonds, Series 2008A
ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA
SALE: January 22, 2008
AWARD: HARRIS N.A.
RATING: Moody's Investors Service, Inc. "Aa3" BBI: 4.15%
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
HARRIS N.A.
Chicago, Illinois
MORGAN KEEGAN & CO., INC.
Memphis, Tennessee
UNITED BANKERS' BANK
Bloomington, Minnesota
RBC CAPITAL MARKETS
Minneapolis, Minnesota
CRONIN & COMPANY, INC.
Minneapolis, Minnesota
UBS INVESTMENT BANK
Dallas, Texas
2009 3.375% 2.480%
2010 3.375% 2.480%
2011 3.375% 2.580%
2012 3.375% 2.700%
2013 3.375% 2.800%
2014 3.375% 2.890%
2015 3.375% 2.990%
2009
2010
2011
2012
2013
2014
2015
3.250%
3.250°
3.250%
3.250%
3.250%
3.250%
3.250%
2009
2010
2011
2012
2013
2014
2015
2009
2010
2011
2012
2013
2014
2015
2009
2010
2011
2012
2013
2014
2015
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.000%
3.100%
3.250%
3.250%
3.250%
3.250%
3.250%
3.250%
3.250%
$2,036,541.75 $244,745.79
$2,025,353.55 $245,515.89
$2,004,527.50 $245,505.83
$2,003,413.45 $248,912.47
$2,020,304.25 $250,565.19
2.9006%
2.9207%
2.9413%
2.9826%
2.9859%
E H L E R S 3060 Centre Pointe Drive, Roseville, MN 55113
& ASSOCIATES i nl c 651.697.8500 fax 651.697.8555 www.ehlers-inc.com
Offices in Roseville, MN Brookfield, WI and Lisle, 1L
$2,000,000 General Obligation Bonds, Series 2008A
Economic Development Authority of the City of Elk River, Minnesota
Page 2
NET TRUE
NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST
(February 1) YIELD COST RATE
NORTHLAND SECURITIES, INC.
Minneapolis, Minnesota
BERNARDI SECURITIES, INC.
Chicago, Illinois
WELLS FARGO BROKERAGE SERVICES, LLC
Minneapolis, Minnesota
SUNTRUST ROBINSON HUMPHREY
Atlanta, Georgia
STEPHENS INC.
Little Rock, Arkansas
FIRST TRUST PORTFOLIOS L.P.
Lisle, Illinois
2009
2010
2011
2012
2013
2014
2015
2009
2010
2011
2012
2013
2014
2015
2.600%
2.650%
2.700%
2.750%
2.850%
2.950%
3.050%
3.500%
3.500%
3.500%
3.500%
3.500%
3.500%
3.500%
$1,989,196.00 $250,668.94 3.0179%
$2,025,689.95 $266,015.61 3.16429'°