HomeMy WebLinkAboutResolution 2022-48 Awarding Bond Series 2022AExtract of Minutes of Meeting
of the City Council of the City of
Corcora, Hennepi nn County, Minnesota
Pursuant to due call and notice thereof, a regular meeting of the City Council of the City
of Corcoran, Minnesota, was duly held in the City PIall in said City on Thursday, April 28, 2022,
commencing at 7:00 P.M.
The following members of the Council were present:
Acting Mayor Bottema, Councilor Nichols, Councilor Schultz, Councilor Vehrenkamp
and the following were absent:
Mayor McKee
The Acting Mayor announced that the next order of business was consideration of the
proposals which had been received for the purchase of the City's General Obligation Equipment
Certificates of Indebtedness, Series 2022A, to be issued in the aggregate principal amount of
$1,800,000.
The City Administrator presented a tabulation of the proposals that had been received in
the manner specified in the Notice of Sale for the Certificates. The proposals are as set forth in
Exhibit A attached.
After A-,-, consideration of the proposals,
Member Councilor Schultz then
introduced the following written resolution, the reading of which was dispensed with by
unanimous consent, and moved its adoption:
CR100-23-791320.v2
RESOLUTION NO.2022-48
A RESOLUTION AWARDING THE SALE OF $1,800,000
GENERAL OBLIGATION EQUIPMENT CERTIFICATES
OF INDEBTEDNESS, SERIES 2022A;
FIXING THEIR FOB AND SPECIFICATIONS;
DIRECTING THEIR EXECUTION AND DELIVERY;
AND PROVIDING FOR THEIR PAYMENT
BE IT RESOLVED By the City Council (the "City Council") of the City of Corcoran,
Hennepin County, Minnesota (the "City") as follows:
Section 1.
Sale of Certificates.
1.1 Authorization. It is hereby determined that:
(a) the City is authorized by Minnesota Statutes, Sections 410.32 and 412.301
the "Act") to issue its General Obligation Equipment Certificates of Indebtedness, Series
2022A (the "Certificates") in the original aggregate principal amount of $1,800.000on such
terms and in such manner as the City determines
to finance the acquisition of items of
(b) as required by the Act, (i) the expected useful life of each item of Equipment
is or will be at least as long as the term of the Certificates; and (11) the principal amount of
the Certificates will not exceed 0.25% of the estimated market value of taxable property in
the City for the year 2022, which is the market value as last finally equalized.
(c) it is necessary and expedient to the sound financial management of the
affairs of the City to issue the Certificates pursuant to the Act to provide financing for the
Equipment.
(c� the City is authorized by Section 475.60, subdivision 2(9) of the Act to
negotiate the sale of the Certificates it being determined that the City has retained an
independent municipal advisor in connection with such sale. The actions of the City staff
and municipal advisor in negotiating the sale of the Certificates are ratified and confirmed
in all aspects.
12. Award to the Purchaser and Interest Rates . The proposal o f Rob ert W . Baird &
Co., Incorporated, Milwaukee, Wisconsin, as syndicate manager (the "Purchaser") to purchase the
Certificates is hereby found and determined to be a reasonable offer and is hereby accepted, the
proposal being to purchase the Certificates at a price of $1,852,063.76 (par amount of $1,800,000,
plus a premium of $73,957.30 less an original issue discount of $857.25 and less an underwriter's
discount of $21 036.29), plus accrued interest, if any for Certificates bearing interest as follows:
CR100-23-791320.v2 2
Year
Interest Rate
2024 4.00070
2025 4.000
2026 4.000
2027 4.000
2028 4.000
2029 4.000
203 0 4.000
2031 3.000
2032 3.125
13. Purchase Contract. The amount proposed by the Purchaser in excess of the
minimum bid shall be credited to the accounts in the Debt Service Fund hereinafter created or
deposited in the accounts of the Capital Fund hereinafter created, as determined by the City
Administrator in consultation with the City's municipal advisor. The City Administrator is
directed to retain the good faith check of the Purchaser, pending completion of the sale of the
Certificates. The Acting Mayor and the City Administrator are directed to execute a contract with
the Purchaser on behalf of the City.
1.4. Terms and Principal Amount of the Certificates. The City will forthwith issue and
sell the Certificates pursuant to the Act, in the
original aggregate principal amount of $1,800,000,
originally dated the date of issuance, in fully registered form, in the denomination of $5,000 each
or any integral multiple thereof, numbered No. X-1, upward, bearing interest as above set forth,
and maturing serially on February 1 in the years and amounts as follows:
Year
2024
2025
2026
2027
2028
2029
203 0
2031
2032
Amount
$170,000
175,000
135,000
1)0,000
2 )0,000 Ann
210,000
5 21I/
2255000
23 0,000
1.5. Optional Redemption. The City may elect on February 1, 2030, and on any day
thereafter to prepay Certificates due on or after February 1, 2031. Redemption may be in whole
or in part and if in part, at the option of the City and in such manner as the City will determine. If
less than all Certificates 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.
CR100-23-791320.v2 3
S ectlon 2.
Registration and Payment.
2.1. Registered Form, The Certificates will be issued only in fully registered form. The
interest thereon and, upon surrender of each Certificate, the principal amount thereof, is payable
by check or draft issued by the Registrar described herein.
2.2. Dates; Interest Payment Dates. Each Certificate will be dated as of the last interest
payment date preceding the date of authentication to which interest on the Certificate has been
paid or made available for payment, unless (1) the date of authentication is an interest payment
date to which interest has been paid or made available for payment, in which case the Certificate
will be dated as of the date of authentication, or (11) the date of authentication is prior to the first
interest payment date, in which case the Certificate will be dated as of the date of original issue.
The interest on the Certificates is payable on February 1 and August 1 of each year, commencing
February 1, 2023, to the registered owners of record as of the close of business on the fifteenth day
of the immediately preceding month, whether or not that day is a business day.
23. Registration. The City will
transfer agent, authenticating agent and pay
and the rights and duties of the City and the
appoint, and will maintain, a certificate registrar,
ing agent (the "Registrar"). The effect of registration
Registrar with respect thereto are as follows:
(a) Re i� ster. The Registrar will keep at its principal corporate trust office a
certificate register in which the Registrar provides for the registration of ownership of
Certificates and the registration of transfers and exchanges of Certificates entitled to be
registered, transferred or exchanged.
(b) Transfer of Certificates. Upon surrender for transfer of a Certificate 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 Certificates 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 fifteenth day of the month preceding each interest payment date and until that
interest payment date.
(c) Exchange of Certificates. Whenever any Certificates are surrendered by the
registered owner for exchange the Registrar will authenticate and deliver one or more new
Certificates of a like aggregate principal amount
registered owner or the owner's attorney in writing.
and maturity, as requested by the
(d) Cancellation. All Certificates surrendered upon any transfer or exchange
promptly cancelled by the Registrar and thereafter disposed of as directed by the
(e) Improper or Unauthorized Transfer. When a Certificate is presented to the
Registrar for transfer, the Registrar may refuse to transfer the Certificate until the Registrar
is satisfied that the endorsement on the Certificate or separate instrument of transfer is valid
CR100-23-791320.v2 q,
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.
(I} Persons Deemed Owners. The City and the Registrar may treat the person
in whose name a Certificate is at any time registered in the register as the absolute owner
of the Certificate, whether the Certificate is overdue or not, for the purpose of receiving
payment of, or on account of, the principal of and interest on the Certificate 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 Certificate to the extent
of the sum or sums so paid.
(g) Taxes, Fees and Charles. The Registrar may impose a charge upon the
owner thereof for a transfer or exchange of Certificates sufficient to reimburse the Registrar
for any tax, fee or other governmental charge required to be paid with respect to the transfer
or exchange.
muti
(h) Mutilated, Lost, Stolen or Destroyed Certificates. If a Certificate becomes
fated or is destroyed, stolen or lost, the Registrar will deliver a new Certificate of like
amount; number, maturity date and tenor in exchange and substitution for and upon
cancellation of the mutilated Certificate or in lieu of and in substitution for any Certificate
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 Certificate destroyed, stolen or lost,
upon filing with the Registrar of evidence satisfactory to it that the Certificate 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 it and as
provided by law, in which both the City and the Registrar must be named as obligees.
Certificates 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
Certificate has already matured or been called for redemption in accordance with its terms
it is not necessary to issue a new Certificate prior to payment.
Appointment of Initial Re istrar. The City appoints Northland Trust Services
Minneapolis, Minnesota, as the initial Registrar. The Acting Mayor and the City Administrator
are authorized to execute and deliver, on behalf of the City, a contract with the Registrar. Upon
merger or consolidation of the Registrar with another corporation, if the resulting corporation is a
bank or trust company authorized by law to conduct such business, the resulting corporation is
authorized to act as successor Registrar. The City agrees to pay the reasonable and customary
charges of the Registrar for the services performed. The City reserves the right to remove the
Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event
the predecessor Registrar must deliver all cash and Certificates in its possession to the successor
Registrar and deliver the certificate register to the successor Registrar. On or before each principal
or interest due date, without further order of this Council, the City Administrator must transmit to
the Registrar money sufficient for the payment of all principal and interest then due.
2.5. Execution., Authentication and Delivery. The Certificates will be prepared under
the direction of the City Administrator and executed on behalf of the City by the signatures of the
CR100-23-791320.v2 5
Acting Mayor and the City Administrator, provided that those signatures may be printed, engraved
or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose
signature appears on the Certificates ceases to be such officer before the delivery of any Certificate,
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 Certificate
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 Certificate has been duly executed
by the manual signature of an authorized representative of the Registrar. Certificates of
authentication on different Certificates need not be signed by the same representative. The
executed certificate of authentication on a Certificate is conclusive evidence that it has been
authenticated and delivered under this Resolution. When the Certificates have been so prepared,
executed and authenticated, the City Administrator 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 Certificate.
3.1. Execution of the Certificates. The Certificates will be printed or typewritten in
substantially the form set forth in Exhibit B attached hereto.
3.2. Approving Le a� 1 Opinion. The City Administrator is authorized and directed to
obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered,
Minneapolis, Minnesota, which will be complete except as to dating thereof and to cause the
opinion to be printed on or accompany each Certificate.
Section 4.
avment; Secure
Ple
es and Covenants.
4.01. Capital Fund. There is hereby created a Capital Fund for the proceeds of the
Certificates to which there shall be credited the proceeds of the Certificates less any amounts
credited to the Debt Service Fund. From the Capital Fund, there shall be paid all costs of issuing
the Certificates and all costs and expenses of the acquisition and installation of the Equipment,
including all costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section
175.65; and the moneys in said account shall be used for no other purpose except as otherwise
provided by law. Any balance remaining in the Capital Fund after completion of the acquisition
and installation of the Equipment and the costs thereof paid, may be used as provided in Minnesota
Statutes, section 475.65. Thereafter, the Capital Fund is to be closed and any remaining balances,
therein and any Taxes are to be deposited in the Debt Service Fund.
4.02 Debt Service Fund. The Certificates are payable from the General Obligation
Equipment Certificates of Indebtedness, Series 2022A Debt Service Fund (the "Debt Service
Fund") hereby created. The Debt Service Fund shall be administered and maintained by the
Administrator 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 Certificates. To the Debt Service Fund hereby created, there is hereby pledged and
irrevocably appropriated and there will be credited: (A) the proceeds of ad valorem taxes herein
or hereafter levied (the "Taxes"); (B) capitalized interest financed from Certificate proceeds, if
CR100-23-791320.v2 6
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; and (D)
all investment earnings on funds in the Debt Service Fund; 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 Certificates becomes due when there is not sufficient money
in the Debt Service Fund to pay the same, the City Administrator is directed to pay suchprincipal
or interest from other funds of the City, and such fund will be reimbursed for those advances out
A the proceeds of Taxes when collected.
4.3. Pledge of Taxes. For the purpose of paying the principal of and interest on the
Certificates, there is levied a direct annual irrepealable ad valorem 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. Such 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 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
Certificates.
Certification to Count�axpayers Services Division Manager as to Debt Service
Fund Amount. It is hereby determined that the estimated collection of 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 Certificates. The tax levy herein provided is irrepealable until all of the
Certificates are paid, provided that at the time the City makes its annual tax levies, the City
Administrator may certify to the County Director of Property Records and Taxpayer Services of
Hennepin County (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.
4.5. General Obligation Pledge. For the prompt and full payment of the principal of and
interest on the Certificates, as the same respectively becomes 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 Certificates, 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.
4.6. Filing of Resolution. The City Administrator is authorized and directed to file a
certified copy of this resolution with the County Taxpayer Services Division Manager and to obtain
the certificate required by Section 475.63 of the Act.
Section 5.
Authentication of Transcript.
5.1. City 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 Certificates, certified
copies of proceedings and records of the City relating to the Certificates and to the financial
condition and affairs of the City, and such other certificates, affidavits and transcripts as may be
CR100-23-791320.v2 7
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 Certificates, and
such instruments, including any heretofore
as to the facts stated therein.
furnished, may be deemed representations of the City
52. Certification as to Official Statement. The Acting Mavor and the City Administrator
are hereby authorized
prepared and circulated
and directed to certify that they have examined the Official Statement
in connection with the issuance and sale of the Certificates and that to the
best of their knowledge and belief the Official Statement is a complete and accurate representation
of the facts and representations made therein as of the date of the Official Statement.
53. Other Certificates. The Acting Mayor and the
are hereby authorized and directed to furnish to the Purchaser
City Administrator, or any of them,
at the closing such certificates as are
required as a condition of sale. Unless litigation shall have been commenced and be pending
questioning the Certificates or the organization of the City or incumbency of its officers, at the
closing the Acting Mayor and the City Administrator, or any of them, shall also execute and deliver
to the Purchaser a suitable certificate as to absence of material litigation
Administrat
Certificates.
or shall also execute and deliver a certificate as to payment for and
Electronic Signatures.
this
Administrator, or any of them, to
and the City
elivery of the
The electronic signature of the Acting Mayor and/or the City
resolution and to any certificate authorized to be executed
hereunder shall be as valid as an origina
l signature of such party and shall be effective to bind the
City thereto. For purposes hereof, (1) "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 (11) "transmitted by
electronic means" means sent in the form of a facsimile or sent via the internet as a portable
document format ("pdf') or other replicating image attached to an electronic mail or internet
message.
Section 6 .
Tax Covenants.
61. Tax -Exempt Certificates. The City covenants and agrees with the holders from time
to time of the Certificates 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 Certificates 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 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 Certificates.
62 Rebate Required. The City will comply with requirements necessary under the
Code to establish and maintain the exclusion from gross income of the interest on the Certificates
under Section 103 of the Code, including without limitation requirements relating to temporary
periods for investments, limitations on amounts invested at a yield greater than the yield on the
CR100-23-791320.v2 8
System; Limited Obligation of City.
7.1. DTC. The Certificates will be initially issued in the form of a separate single
typewritten or printed fully registered Certificate for each of the maturities set forth in Section 1.04
hereof. Upon initial issuance, the ownership of each Certificate 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 Certificates will be registered in the registration
books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.2. Participants. With respect to Certificates 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 Certificates as securities depository
(the "Participants") or to any other person on behalf of which a Participant holds an interest in the
Certificates, including but not limited to any responsibility or obligation with respect to (1) the
accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership
interest in the Certificates, (11) the delivery to any Participant or any other person (other than a
registered owner of Certificates, as shown by the registration books kept by the Registrar), of any
notice with respect to the Certificates, including any notice of redemption, or (111) the payment to
any Participant or any other person, other than a registered
with respect to principal of, premium, if any, or interest on the
owner of Certificates, of any amount
e Certificates. The City, the Registrar
and the Paying Agent may treat and consider the person in
Certificates, and the rebate of excess investment earnings to the United States unless the
Certificates qualify for an exception to the rebate requirement under the Code and related Treasury
(egulations.
63. Not Private Activity Bonds. The City further covenants not to use the proceeds of
the Certificates or the Equipment financed by the Certificates or to cause or permit them or any of
them to be used in such a manner as to cause the Certificates to be "private activity bonds" within
the meaning of Sections 103 and 141 through 150 of the Code.
ualified Tax -Exempt Obli ations. q
The Bonds are not designated as "u
alified
tax-exempt obligations" for purposes of Section 265(b)) oe ode. v
(3f thC
6S. 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 -En
who
se name each Certificate is
registered In the registration books kept by the Registrar as the holder and absolute owner of such
Certificate for the purpose of payment of principal, premium and interest with respect to such
Certificate, for the purpose of registering transfers with respect to such Certificates, and for all
other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the
Certificates 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
CR100-23-791320.v2 9
on the Certificates to the extent of the sum or sums so paid. No person other than a registered
owner of Certificates, as shown in the registration books kept by the Registrar, will receive a
certificated Certificate evidencing the obligation of this resolution. Upon delivery by DTC to the
City Administrator 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, th
d Paying Agent.
to the Registrar an
e City Administrator will promptly deliver a copy of the same
73. 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 Certificates and notices with respect to the
Certificates. Any Paying Agent or Registrar subsequently appointed by the City with respect to
the Certificates 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.
7.4. 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 Certificates that they be able to obtain Certificates, the City will notify DTC, whereupon DTC
will notify the Participants, of the availability through DTC of Certificates. In such event the City
will issue, transfer and exchange Certificates as requested by DTC and any othe
in accordance with the provisions of this Resolution. DTC may determine to dis
its services with respect to the Certificates at any time by giving notice to the C
its responsibilities with respect thereto under applicable
securities depository is appointed, the City will issue
Certificates in accordance with this resolution and the provi
exchange and method of payment thereof.
registered owners
ontinue providing
y and discharging
law. In such event, if no successor
and the Registrar will authenticate
sio as hereof will apply to the transfer,
7.5. Payments to Cede & Co. Notwithstanding any other provision of this Resolution
to the contrary, so long as a Certificate 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 Certificate and
notices with respect to the Certificate 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.
8.1. Ci � 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 to be considered an event
A default with respect to the Certificates; however, any Certificate holder 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.
8.2. Execution of Continuing Disclosure Certificate. "Continuing Disclosure
Certificate" means that certain Continuing Disclosure Certificate executed by the Acting Mayor
CR100-23-791320.v2 10
and City Administrator and dated the date of issuance and delivery of the Certificates, as originally
executed and as it may be amended from time to time in accordance with the terms thereof.
Section 9. Defeasance. when all Certificates 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 Certificates 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 Certificates will
remain in full force and effect. The City may disc
depositing with the Registrar on or before that date
by depositing irrevocably in escrow, with a suitable
barge Certificates which are due on any date by
a sum sufficient for the payment thereof in full or
institution qualified by law as an escrow agent
for this purpose, cash or securities which are backed by th
e 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 Certificate 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 Certificate should not be paid when
due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient f
or the
CR100-23-791320.v2 11
The motion for the adoption of the foregoing resolution was duly seconded by Member
Councilor Nichols, and upon vote being taken thereon, the following voted in favor
thereof:
and the following voted against the same:
whereupon the resolution was declared duly passed and adopted.
CR100-23-791320.v2 12
S TATE O F MBE S O TA
COUNTY OF HEANiNEPIN
CITY OF CORCORAN
5s.
I, the undersigned, being the duly qualified and acting City Administrator of the City of
Corcoran, Hennepin County, Minnesota, do hereby certify that I have carefully compared the
attached and foregoing extract of minutes of a regular meeting of the City Council of the City held
on Apri128, 2022 with the original minutes on file in my office and the extract is a full, true and
correct copy of the minutes insofar as they relate to the issuance and sale of $1,800,000 General
Obligation Equipment Certificates of Indebtedness, Series 2022A of the City.
WITNESS My hand of the City this 28�' day of April, 2022.
i,` y Administrator
orcoran, Minnesota
CR100-23-791320.v2
EXHIBIT A
PROPOSALS
a
TABULATION OF BIDS
CITY OF CORCO�, M�ESOTA
$1,860,000�
GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2022A
DATE OF SALE:
MOODY' S UNDERLYING RATING
ROBERT W. BAIRD & CO., INC.
Milwaukee, WI
ROBERT W. BAIRD & CO., INC.
THURSDAY, APRIL 28, 2022
Aa3
TRUE
PURCHASE NET INTEREST
PRICE INTEREST COST COST (TIC,
$1,914,304.At)
$339,202.60
3.094588
Syndicate: C.L. King &Associates; Colliers Securities LLC; Fidelity Capital Markets; Davenport & Co. L.L.C; Loop Capital Markets;
Country Club Bank; Crews &Associates, Inc.; Sierra Pacific Securities; Isaak Bond Investments, Inc.; Wintrust Investments, LLC;
SumRidge Partners; Celadon Financial Group, LLC; Midland Securities; FMS Bonds Inc.; Central States Capital Markets, Multi Bank
Securities Inc; First Southern LLC; Dinosaur Securities; First Bankers Banc; Mountainside Securities; and Seaport Global Holdings
BERNARDI SECURITIES, INC.
Chicago, IL
UBS FINANCIAL SERVICES INC.
New York, NY
$1,934,927.45
$1,980,444.39
$356,665.88
$378,242.97
3.218773
3.373361
s
� Par amount decreased from $1,860,000 to $1,800,000. The adjusted purchase price is $1,852,063.76, plus accrued interest from
the date of issue to the date of delivery, and the adjusted TIC is 3.0985097%.
CR100-23-791320.v2
EXHIBIT B
FOB OF CERTIFICATE
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
Rate
COUNTY OF HENNEPIN
CITY OF CORCORAN
GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF
INDEBTEDNESS, SERIES 2022A
Maturi
February 1,
Registered Owner: Cede & Co.
Date of
Original Issue
June 2, 2022
CUSIP
218388
The City of Corcoran, Minnesota, a duly organized and existing municipal corporation in
Hennepin County, Minnesota (the 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, with interest thereon from the
date hereof at the annual rate specified above (calculated on the basis of a 3 60-day year of twelve
30 day months), payable February 1 and August 1 in each year, commencing February 1, 2023, to
the person in whose name this Certificate is registered at the close of business on the fifteenth day
(whether or not a business day) of the immediately preceding month. The interest hereon and,
upon presentation and surrender hereof, the principal
h
United States of America by check
reof
e
are payable in lawful money of the
or draft by Northland Trust Services Inc., Minneapolis,
Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated
successor under the Resolution described herein. For the prompt and full payment of such
principal and interest as the same respectively become due, the full faith and credit and taxing
powers of the City have been and are hereby irrevocably pledged.
The City may elect on February 1, 2030, and on any day thereafter to prepay Certificates
due on or after February 1, 2031. Redemption may be in whole or in part and if in part, at the
option of the City and in such manner as the City will determine. If less than all Certificates 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.
CR100-23-791320.v2
This Certificate is one of an issue in the aggregate principal amount of $1,800,000 all of
like original issue date and tenor, except as to number, denomination, maturity date, interest rate,
and redemption privilege all issued pursuant to a resolution adopted by the City Council on April
28, 2022 (the "Resolution"), for the purpose of providing money to finance the acquisition and
installation of various items of capital equipment, pursuant to and in full conformity with the
Constitution and laws of the State of Minnesota, including Minnesota Statutes, Sections 410.32
and 412.3 01, and the principal hereof and interest hereon are payable primarily from ad valorem
taxes, 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
A this Certificate and the City Council has obligated itself to levy ad valorem taxes on all taxable
property in the City, which taxes may be levied without limitation as to rate or amount. The
Certificates of this series are issued only as fully registered Certificates in denominations of $5,000
or any integral multiple thereof of single maturities.
This Bond is not a "qualified tax-exempt obligation"
2 6 5 (b) (3) of the Internal Revenue Code of 1986, as amended.
within the meaning of Section
As provided in the Resolution and subject to certain limitations set forth therein, this
Certificate is transferable upon the books of the City at the principal office of the Certificate
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
Certificate Registrar, duly executed by the registered owner or the owner's attorney; and may also
be surrendered in exchange for Certificates of other authorized denominations. Upon such transfer
or exchange the City will cause a new Certificate or Certificates 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 Certificate Registrar may deem and treat the person in whose name this
Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not,
for the purpose of receiving payment and for all other purposes, and neither the City nor the
Certificate Registrar will be affected by any notice to the contrary.
IT IS I-IEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts,
conditions and things required by the home rule charter of the City and 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 Certificate 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 Certificate does not cause the indebtedness
A the City to exceed any constitutional, statutory or charter limitation of indebtedness.
This Certificate 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 Certificate Registrar by manual signature of one of its authorized representatives.
CR100-23-791320.v2
IN WITNESS WHEREOF, the City of Corcoran, Hennepin County, Minnesota, by its City
Council, has caused this Certificate to be executed on its behalf by the facsimile or manual
signatures of the Mayor and the City Administrator and has caused this Certificate to be dated as
of the date set forth below.
Dated: June 2, 2022
dmini strator
CITY OF CORCORAN, MINNESOTA
g i�ytayor
CERTIFICATE OF AUTHENTICATION
This is one of the Certificates delivered pursuant to the Resolution mentioned within.
NORTHLAND TRUST SERVICES INC.
By
Authorized Representative
The following abbreviations, when used in the inscription on the face of this Certificate,
will be construed as though they were written out in full according to applicable laws or
regu ations.
TEN COM -- as tenants
In common
TEN ENT -- as tenants
by entireties
UNIF GIFT MIN ACT
JT TEN -- as joint tenants with
right of survivorship and
not as tenants in common
Custodian
(cult)
under Uniform Gifts or
Transfers to Minors
...........
(State)
Additional abbreviations may also be used though not in the above list.
(Minor)
CR100-23-791320.v2
ASSIGNMENT
For value received, the undersigned hereby sells, assigns and transfers unto
the within Certificate and all rights thereunder,
and does hereby irrevocably constitute
transfer the said Certificate on the boo
power of substitution in the premises.
Dated:
and appoint attorney to
Notice: The assignor's signature to this assignment must correspond withthe name
as it appears upon the face of the within Certificate in every particular,
without alteration or any change whatever.
Signature Guaranteed:
NOTICE: Signatures) must be guaranteed by a financial institution that is a member of the
Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion
Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP")
or other such "signature guarantee program" as may be determined by the Registrar in addition to,
or in substitution for, STAMP, SEMP or MSP, all in
o,
accordance with the Securities Exchange Act
The Certificate Registrar will not effect transfer
concerning Lne assignee requested below is provided.
Name and Address:
Please insert social security or
identifying number of assignee
of this Certificate unless the information
(Include information for all joint owners if this
Certificate is held by joint account.)
other
CR100-23-791320.v2
PROVISIONS AS TO REGISTR.A.TION
The ownership of the principal of and interest on the within Certificate has been registered
on the books of the Registrar in the name of the person last noted below.
Date of Re
istration
June 2, 2022
Registered Owner
Cede & Co.
Federal ID # 13 -25 5 5119
Signature of
Registrar
CR100-23-791320.v2
EXHIBIT C
Collection Year
LeVy
Amount
2023
$249
62403
8
2024
247,734.3
8
2025
250,884038
2026
248,364.38
2027
250,884938
2028
252,98403
8
2029
249,41403
8
2030
250,884038
2031
249,046.88
CR100-23-791320.v2
STATE OF M�ESOTA
COUNTY OF HE1N1Nr.jPI1N
CERTIFICATE OF TAXPAYER
SERVICES DIVISION MANAGER AS
TO TAX LEVY AND REGISTRATION
I, the undersigned Taxpayer Services Division Manager of Hennepin County, Minnesota,
hereby certify that a certified copy of a resolution adopted by the governing body of the City of
Corcoran, Minnesota (the "City"), on April 28, 2022, levying taxes for the payment of the City's
General Obligation Equipment Certificates of Indebtedness Series 2022A issued in the original
aggregate principal amount of $ dated , 2022, has been filed in my office and
said certificates 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 , 2022.
(SEAL)
Taxpayer Services Division Manager
Hennepin County, Minnesota
CR100-23-791320.v2
CITY OF CORCORAN, MINNESOTA
Meeting: Thursday, April 28, 2022 @ 7:00 PM
RESOL UTION ND. 2 022-48
Present Absent Motion Second In Favor Opposed
Tom Mckee
x
Johnathan Bottema
Jeremy Nichols
x
Alan Schultz
s.
Dean Vehrenkamp�