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HomeMy WebLinkAboutResolution 2022-14 Set Sale Resolution and Finance Plan - 2022A G.O. BondExtract of Minutes of Meeting of the City Council of the City of Corcoran, Hennepin County, Minnesota Pursuant to due call and notice thereof a regular meeting of the City Council of the City of Corcoran, Hennepin County, Minnesota, was held at the City Hall in the City on Thursday, February 24, 2022, commencing at 7:00 P.M. The following members of the Council were present: Mayor McKee, Councilor Nichols, Councilor Schultz, and Councilor Vehrenkamp. and the following were absent: The adoption: following resolution was presented by Councilmember Schultz who moved its CR100-23-779016.v1 RESOLUTION 110.2022-14 RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF APPROXIMATELY $4,130,000 GENERAL OBLIGATION BONDS, SERIES 2022A BE IT RESOLVED By the City Council of the City of Corcoran, Hennepin County, Minnesota the "City") as follows: 1. Eaui ent Certificates. (a) The City is authorized by Minnesota Statutes, Chapter 475, as amended, and Sections 410.32 and 412.301 (collectively, the "Equipment Act"), to issue its general obligation equipment certificates of indebtedness on such terms and in such manner as the City determines to finance the purchase of items of capital equipment, subject to certain limitations contained in the Equipment Act. (b) The City will purchase and acquire various items of capital equipment described in EXHIBIT A attached hereto or other equipment as authorized under the Equipment Act (the "Capital Equipment"). (c) As required by the Act: (i) the expected useful life of each item of Capital Equipment is or will be at least as long as the term of the equipment certificates issued to finance such Capital Equipment; and (ii) the principal amount of equipment certificates to be issued in the year 2022 will not exceed one -quarter of one percentthe estimated market value of taxable property in the City for the year 2022. (d) It is necessary and expedient to the sound financial management of the affairs of the City to issue its general obligations in the approximate aggregate principal amount of $1,830,000 (the "Equipment Certificates"), pursuant to the Equipment Act to provide financing for the Capital Equipment. 2. Utility Revenue RefundinLy Bonds. (a) The City previously issued General Obligation Utility Revenue Bonds, Series 2014B (the "Prior Bonds"), dated August 1, 2014, in the original aggregate principal amount of $2,3 00,000, pursuant to Minnesota Statutes, Chapter 475, as amended, including Minnesota Statutes, Chapter 444 (collectively, the "Utility Revenue Act"). Proceeds of the Prior Bonds were usea to tinance the cost of the construction of various water and sewer improvements witnln the City and to fund certain costs of improvements to the public works building within the City. The Prior Bonds are currently outstanding in the principal amount of $2,215,000, and are callable on any date on or after February 1, 2022. (b) The City is authorized by Section 475.67, subdivision 3 Of the Utility Revenue Act to issue and sell its general obligation bonds to refund obligations and the interest thereon before the due date of the obligations, if consistent with covenants made with the holders thereof, when CR100-23-779016.v2 determined by the City Council to be necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment of maturities in relation to the resources available for their payment. (c) It is necessary and desirable for the reduction of debt service costs to the City to issue general obligations in the approximate aggregate amount of $2,300,000, pursuant to the Utility Revenue Act, specifically Section 475.67, subdivision 3, to redeem and prepay the outstanding principal amount of the Prior Bonds on June 2, 2022. 2. Sale of Bonds. (a) The City Council finds it necessary and expedient to the sound financial management of the affairs of the City that the City issue its General Obligation Bonds, Series 2022A (the "Bonds" ), in the proposed aggregate principal amount of $4,130,000, pursuant to the Equipment Act and the Utility Revenue Act (together, the "Act"), which amount is subject to adjustment in accordance with the official Notice of Sale attached hereto as EX MIT B (the "Notice of Sale"). The Bonds will be issued, sold, and delivered in accordance with the Notice of Sale. (b) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale of the Bonds, it being determined that the City has retained an independent municipal advisor in connection with such sale. 3. Authority of Municipal Advisor. Northland Securities, Inc. is authorized and directed to negotiate the Bonds in accordance with the Notice of Sale. The City Council will meet at 7:00 P.M. on Thursday, April 28, 2022, to consider proposals on the Bonds and take any other appropriate action with respect to the Bonds. The actions of the City staff and the City's municipal advisor in negotiating the sale of the Bonds are ratified and confirmed in all respects. 4. Authority of Bond Counsel. The law firm of Kennedy &Graven, Chartered, as bond counsel for the City, is authorized to act as bond counsel and to assist in the preparation and review of necessary documents, certificates and instruments relating to the Bonds. The officers, employees and agents of the City are hereby authorized to assist Kennedy & Graven, Chartered in the preparation of such documents, certificates, and instruments. 5. Covenants. In the resolution awarding the sale of the Bonds the City Council will set forth the covenants and undertakings required by the Act. 6. Official Statement. In connection with the sale of the Bonds, the officers or employees of the City are authorized and directed to cooperate with Northland Securities, Inc. and participate in the preparation of an official statement for the Bonds and to execute and deliver it on behalf of the City upon its completion. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember Vehrenkamp and upon vote being taken thereon the following members voted in favor of the motion: CR100-23-779016.v3 and the following voted against: whereupon the resolution was declared duly passed and adopted. CR100-23-779016.v4 STATE OF NUTNTNESOFA COUNTY OF HENNEPIN CITY OF CORCOR.AN I, the undersigned, being the duly qualified and acting City Administrator of the City of Corcoran, Minnesota, 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 Thursday, February 24, 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 approximately $4,13 0,000 General Obligation Bonds, Series 2022A of the Clty. WITNESS My hand as City Administrator and the corporate seal of the City thiday of I�vvaru� 2022. Inter' City Administrator Ci f Corcoran, Minnesota (SEAL) CR100-23-779016.v1 Exhibit A Equipment List Public Safety Support and Protection Equipment Public Safety Support and Protection Equipment Public Works/Parks Toro 7500 Mower Public Safety Ford SUV Explorer (565) Public Safety Chief Squad (561) Public Safety Ford SUV Explorer Public Safety Ford SUV Explorer (562) Public Safety Ford SUV Explorer (566) Public Works/Parks Trail Maintenance Equipment Accessories Public Works/Parks 1/2 ton pickup Public Works/Parks GMC 3/4 ton Pickup with snow plow Public Works/Parks Pickup Public Safety Records Management System Public Safety Weapon Mounted Cameras Public Safety EZ Go Express 4x4 Public Works/Parks Landpride 15 ft. Flex Mower Public Safety Key Management System Public Safety Teathered Event and Search Camera Public Works/Parks Cat Grader Public Works/Parks John Deere 1545 Front Mower Public Works/Parks John Deere 4066RTractor Public Works/Parks John Deere 1585 Front Mower w/accessories Public Works/Parks Craftco Crack Filler Public Works/Parks Wood Chipper Public Works/Parks John Deere 6130M Mowt::I I Utor Public Works/Parks Front End Loader with snow plow Public Works/Parks Tandem Axle Dump Truck CR100-23-779016.v1 Exhibit B NOTICE OF SALE $4113 0,000* GENERAL OBLIGATION BONDS, SERIES 2022A CITY OF CORCOR.AN, SOTA (Book -Entry Only) NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms: TIME AND PLACE: Proposals (also referred to herein as "bids") will be opened by the City's Finance Manager, or designee, on Thursday, April 28, 2022, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the City's "Municipal Advisor"), 150 South 5th Street, Suite 3300, Minneapolis, Minnesota 55402. Consideration of the Proposals for award of the sale will be by the City Council at its meeting at the City Offices beginning Thursday, April 28, 2022 at 7:00 P.M., CT. SUBMISSION OF PROPOSALS Proposals may be: a) submitted to the office of Northland S b) c) d) Securities, faxed to Northland Securities, Inc. at 612-851-5918, mailed to PublicSale@northlandsecurities.com, for proposals submitted prior to the sale, the final price and coupon rates may be submitted to Northland Securities, Inc. by telephone at 612-851-5900 or 612-8514968, or submitted electronically. Notice is hereby given that electronic proposals will be received via PARITYThi, or its successor, in the manner described below, until 10:00 A.M., CT, on Thursday, April 28, 2022. Proposals may be submitted electronically via PARITYTM or its successor, pursuant to this Notice until 10:00 A.M., CT, but no Proposal will be received after the time for receiving Proposals specified above. To the extent any instructions or Erections set forth in PARITYTM, or its successor, conflict with this Notice, the terms of this Notice shall control. For further information about PARITYTm, or its successor, potential bidders may contact Northland Securities, Inc. or i-Deal' at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212449-5021. Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITYTM or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted. BOOK -ENTRY SYSTEM The Bonds will be issued by means of a book -entry system with no physical distribution of bond certificates made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede & � The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Co. as nominee of Depository Trust Company , New York, New York, which will act as securities depository of the Bonds. Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof of a single maturity through book entries made on the books and records of DTC and its participants. Principal and interest are payable by the City through Northland Trust Services, Inc. Minneapolis, Minnesota (the "Paying Agent/Registrar"), to DTC, or its nominee as registered owner of the Bonds. Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC; transfer of principal and interest payments to beneficial owners by participants will be the responsibility of such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and customary charges for the services of the Paying Agent/Registrar. DATE OF ORIGINAL ISSUE OF BONDS Date of Delivery (Estimated to be June 2, 2022) AUTHORITY/PURP O SE/SECURITY The Bonds are being issued pursuant to Minnesota Statutes, Chapter 444 and 475 and Section 412.301, as amended. Proceeds will be used to current refund the February 1, 2023 through February 1, 203 5 maturities of the City's General Obligation Revenue Bonds, Series 2014B on June 2, 2022, to finance the purchase of equipment and to pay costs associated with the issuance of the Bonds. The Bonds are payable from net revenues of the City's water and sewer systems and additionally secured by ad valorem taxes on all taxable property within the City. The full faith and credit of the City is pledged to their payment and the City has validly obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account established for this issue. INTEREST PAYMENTS Interest is due semiannually on each February 1 and August 1, commencing February 1, 2023, to registered owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth day (whether or not a business day) of the calendar month preceding such interest payment date. MATURITIES, Principal is due annually on February 1, inclusive, in each of the years and amounts as follows: Year 2023 2024 2025 2026 2027 Amount $180,000 3 60,000 370,000 370,000 3751000 Year 2028 2029 30 2031 2032 Amount , $375000 3 85,000 395,000 3 85,000 395,000 Year 2033 2034 2035 Amount 000 175,000 180, 185,000 Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject to mandatory redemption in each year conforms to the maturity schedule set forth above. INTEREST RATES All rates must be in integral multiples of 1/20th or 1/8th of 1 %. The gate for any maturity may not be mope than 2.00% less than the rate for any preceding maturity. All Bonds of the same maturity must bear a single uniform rate from date of issue to maturity. ESTABLISHMENT OF ISSUE PRICE (HOLD -THE -OFFERING -PRICE RULE MAY APPLY —BIDS NOT CANCELLABLE) The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and deliver to the City at closing an "issue price" or similar certificate setting forth the reasonably expected initial offering price to the public or the sales price or prices of the Bonds, together with the supporting pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with such modifications as may be appropriate or necessary, in the reasonable judgment of the winning bidder, the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the issue price of the Bonds may be taken on behalf of the City by the City's Municipal Advisor and any notice or report to be provided to the City may be provided to the City's Municipal Advisor. The City intends that the provisions of Treasury Regulation Section 1.148-1(fl(3)(i) (defining "competitive sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds the "competitive sale requirements")because: (1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably designed to reach potential underwriters; (2) all bidders shall have an equal opportunity to bid; (3) the City may receive bids from at least three underwriters of municipal bonds who have established industry reputations for underwriting new issuances of municipal bonds; and (4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale. Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase of the Bonds, as specified in the bid. In the event that the competitive sale requirements are not satisfied, the City shall promptly on advise the winning bidder. The City may then determine to treat the initial offering price to the public as of the award date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold -the - Offering -Price Rule as described in the following paragraph (the "Hold -the -Offering -Price Rule"). Bids will ,n be subject to cancellation in the event that the City determines to apply the Hold -the -Offering - Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be subject to the Hold -the -Offering -Price Rule in order to establish the issue price of the Bonds. By submitting a bid, the winning bidder shall (1) confirm that the underwriters have offered or will offer the Bonds to the public on or before the date of award at the offering price or prices (the "Initial Offering Price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii) agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will neither offer nor sell unsold Bonds of any maturity to which the Hold -the -Offering Price Rule shall apply to any person at a price that is higher than the Initial Offering Price to the public during the period starting on the award date for the Bonds and ending on the earlier of the following: (1) the close of the fifth (Sth) business day after the award date; or (2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public at a price that is no higher than the Initial Offering Price to the public (the "10% Test"), at which time only that particular maturity will no longer be subject to the Hold -the -Offering -Price Rule. The City acknowledges that, in making the representations set forth above, the winning bidder will rely on (1) the agreement of each underwriter to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, Gi) in the event a selling group has been created in connection with the initial sale of the Bonds to the public, the agreement of each dealer who is a member of the selling group to comply with the requirements for establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold - the -Offering -Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related pricing wires, and (111) in the event that an underwriter or dealer who is a member of the selling group is a party to a third -party distribution agreement that was employed in connection with the initial sale of the Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in the third -party distribution agreement and the related pricing wires. The City further acknowledges that each underwriter shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold -the -Offering - Price Rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to a third -party distribution agreement to comply with its corresponding agreement to comply with the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule if applicable to the Bonds. By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group agreement and each third -party distribution agreement (to which the bidder is a party) relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter, each dealer who is a member of the selling group, and each broker -dealer that is a party to such third -party distribution agreement, as applicable, (A) to comply with the Hold -the - Offering -Price Rule, if applicable if and for so long as directed by the winning bidder and as set forth in the related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to its knowledge, are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise advised by the underwriter, dealer or broker -dealer, the winning bidder shall assume that each order submitted by the underwriter, dealer or broker -dealer is a sale to the public, and (11) any agreement among underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds to the public to require each broker -dealer that is a party to such retail distribution agreement to comply with the Hold -the -Offering -Price Rule, if applicable, in each case if and for so long as directed by the winning bidder or the underwriter and as set forth in the related pricing wires. Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the initial sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to y the public for purposes of this Notice of Sale. Further, for purposes of this Notice ofSale: (1) public" means any person other than an underwriter or a related party, (z) (3J rah "underwriter" means (A) any person that agrees pursuant to a written contract with the City (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the public (including a member of a selling group or a party to a third party distribution agreement participating in the initial sale of the Bonds to the public). a purchaser of any of the Bonds is a "related party " to an underwriter if the underwriter and the purchaser are subject, directly or indirectly, to (A) more than 50%common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation or another), (B) more than 50% common ownership of their capital interests orprofits interests, if both entities are partnerships (including direct ownership by onepartnership of another), or (C) more than SO% common ownership of the value of the outstanding stock of the corporation or the capital interests orprofit interests of thepartnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other), and "sale date" means the date that the Bonds are awarded by the City to the winning bidder. ADJUSTMENTS TO PRINCIl'AL AMOUNT AFTER PROPOSALS The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any reason, including post -sale adjustment. Any adjustment shall be conclusive and shall be binding upon the successful bidder. OPTIONAL REDEMPTION Bonds maturing on February 1, 2031 through 2035 are subject to redemption and prepayment at the option of the City on February 1, 2030 and any date thereafter, at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and principal amounts within each maturity to be redeemed shall be determined by the City and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. CUSIP NUMBERS If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of CUS1P identification numbers shall be paid by the successful bidder. DELIVERY Delivery of the Bonds will be within thirty-five days after award, subject to an approving legal opinion by Kennedy &Graven, Chartered, Bond Counsel. The legal opinion will be paid by the City and delivery will be anywhere in the continental United States without cost to the successful bidder at DTC. TYPE OF PROPOSAL Proposals of not less than $4,074,245 (98.65%) and accrued interest on the principal sum of $ must be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality. Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to: Maggie Ung, Finance Manager Corcoran City Hall 8200 County Road 116 Corcoran, MN 55340 A good faith deposit (the "Deposit") in the amount of $82,600 in the form of a federal wire transfer (payable to the order of the City) is only required from the apparent winning bidder, and must be received within two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is not received from the apparent winning bidder in the time allotted, the City may choose to reject their Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer. The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the time set for receiving Proposals unless the meeting ofthe City scheduled for award of the Bonds is adjourned, recessed, or continued to another date without award of the Bonds having been made. The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost (TTC) basis. The City's computation of the interest rate of each Proposal, in accordance with customary practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City will reserve the right to: (i) waive non -substantive informalities of any Proposal or of matters relating to the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any Proposal which the City determines to have failed to comply with the terms herein. IN FORMATION FROM SUCCESSFUL BIDDER The successful bidder will be required to provide, in a timely manner, certain information relating to the initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions of the Internal Revenue Code of 1986, as amended. OFFICIAL STATEMENT By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the City agrees that, no more than seven business days after the date of such award, it shall provide to the senior managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB). FULL CONTINUING DISCLOSURE UNDERTAKING The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure Undertaking to provide, or cause to be provided, annual financial information, including audited financial statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12. BANK QUALIFICATION The City will not designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. BOND INS CE AT UNDERWRITER'S OPTION If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the option of the successful bidder, the purchase of any such insurance policy or the issuance of any such commitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder. Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the Bonds. The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale. Dated: February 24, 2022 BY ORDER OF THE CORCORAN CITY COUNCIL /s/ Mai i�g Finance Manager Additional information may be obtained from: Northland Securities, Inc. 150 South 5th Street, Suite 3300 Minneapolis, Minnesota 55402 Telephone No.: 612-851-5900 EXHIBIT A (ISSUE PRICE CERTIFICATE -COMPETITIVE SALE SATISFIED) The undersigned, for and on behalf of [NAME OF PURCHASER./REPRESENTATIVE] (the ["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the "Underwriting Group")], with respect to the sale and issuance of the General Obligation Bonds, Series 2022A (the "Bonds" ), issued by the City of Corcoran, Minnesota (the "Issuer"), in the original aggregate principal amount of $4,130,000, certifies as follows: l . Reasonably Expected Initial Offering Price. (a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the Public by the [Purchaser] [Underwriting Group] are the prices listed in EXHBIT A attached hereto (the "Expected Offering Prices"). The Expected Offering Prices are the prices of the Maturities of the Bonds used by the [Purchaser] [Underwriting Group] in formulating its bid to purchase the Bonds. Attached hereto as EXHIBIT B is a true and correct copy of the bid provided by the [Purchaser] [Underwriting Group] to purchase the Bonds. (b) The [Purchaser] [Underwriting Group] was not given the opportunity to review other bids prior to submitting its bid. (c) The bid submitted by the [Purchaser] [Underwriting Group] constituted a firm offer to purchase the Bonds. (d) Capitalized terms that are used herein that are otherwise not defined shall have the meanings assigned to such terms in Section 5 hereof. 2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,plus original issue premium of $ ,less original issue discount of $ ,less [a Purchaser's] [an underwriter's] discount of $ ), plus accrued interest in the amount of $ 3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. [The [Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $ as a premium for an insurance policy for the Bonds.] 4. Representations. The representations set forth in this Certificate of Purchaser (the "Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The undersigned understands that the foregoing information will be relied upon by: (1) the Issuer with respect to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with respect to compliance with the federal income tax rules affecting the Bonds; and (11) Kennedy & Graven, Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Information Return for Tax -Exempt Governmental Obligations, Form 803 &G (Rev. September 2018), and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. 5. Defined Terms. (a) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (b) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the Underwriter and the purchaser are subject, directly or indirectly, to (1) more than fifty percent (50%) common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (11) more than fifty percent (50%) common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another); or (111) more than fifty percent (50%) common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (c) "Sale Date" means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is April 28, 2022. (d) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (11) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public (*including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). IN WITNESS WI�REOF, the undersigned officer has executed this Certificate of Purchaser as of the date and year first written above. [PURCHASER] [REPRESENTATIVE] By Name Its [Account Members:] (ISSUE PRICE CERTIFICATE -HOLD THE PRICE) The undersigned, for and on behalf of [NAME OF PURCHASER/REPRESENTATIVE] (the ["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the "Underwriting Group"))]„ with respect to the sale and issuance of the General Obligation Bonds, Series 2022A (the "Bonds"), by the City of Corcoran, Minnesota (the "Issuer"), in the original aggregate principal amount of $ , certifies as follows: 1. Initial Offering Price for the Bonds. (a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the Public for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the "Initial Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached hereto as EXHIBIT A. Capitalized terms used herein that are otherwise not defined shall have the meanings assigned to such terms in Section 5 hereof. (b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members of the Underwriting Group have] agreed in writing that, (1) for each Maturity of the Bonds, [it] [they] would neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial Offering Price for such Maturity during the Holding Period for such Maturity (the "Hold -the -Offering -Price Rule"), and (11) any selling group agreement shall contain the agreement of each dealer who is a member of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer who is a party to the retail distribution agreement, to comply with the Hold -the -Offering -Price Rule. Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Bonds at a price that is higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period, 2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,plus original issue premium of $ ,less original issue discount of $ less [a Purchaser's] [an underwriter's] discount of $ ). 3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $ in original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. 4. Representations. The representations set forth in this Certificate of Purchaser (the "Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The undersigned understands that the foregoing information will be relied upon by: (1) the Issuer with respect to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with respect to compliance with the federal income tax rules affecting the Bonds; and (11) Kennedy & Graven, Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of Information Return for Tax -Exempt Governmental Bonds, Form 8038 G (Rev. September 2018), and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. 50 Defined Terms. (a) "Holding Period" means, with respect to each Maturity of the Bonds, t11e period starting on B-10 VW; Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii) the date on which the [Purchaser has] [Underwriters have] sold at least ten percent (10%) of such Maturity to the Public at prices that are no higher than the Initial Offering Price for such Maturity. (b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate Maturities. (c) "Public" means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the Underwriter and the purchaser are subject, directly or indirectly, to (1) more than fifty percent (50%) common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another); (11) more than fifty percent (50%) common ownership of their capital interests or profits interests, if both entities are partnerships (*including direct ownership by one partnership of another); or (111) more than fifty percent (50%) common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (d) "Sale Date" means the first day on which there is a binding contract in writing for the sale of a Maturity of the Bonds. The Sale Date of the Bonds is April 28, 2022. (e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (11) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). IN WITNESS WITFREOF, the undersigned officer has executed this Certificate of Purchaser as of the date and year first written above. PURCHASER] [REPRESENTATIVE] By Its