HomeMy WebLinkAboutResolution 2023-27 General Obligation Bonds Series 2023A - Piper Sandler & CoExtract 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, Minnesota, was duly held in the City Hall in said City on Thursday, April 13, 2023, commencing
at 7:00 P.M.
The following members of the Council were present:
Acting Mayor Bottema, Councilor Schultz, Councilor Vehrenkamp, and Councilor Nichols.
and the following were absent:
Mayor McKee
The 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 Bonds, Series 2023A, to be issued in the
aggregate principal amount of $25,545,000.
The City Administrator presented a tabulation of the proposals that had been received in the manner
specified in the Notice of Sale for the Bonds. The proposals are as set forth in EXHIBIT A attached.
After due consideration of the proposals, Member Acting Mayor Bottema then introduced the
following written resolution, the reading of which was dispensed with by unanimous consent, and moved
its adoption:
RESOLUTION N0. 2023-27
A RESOLUTION AWARDING THE SALE OF GENERAL
OBLIGATION BONDS, SERIES 2023A, IN THE ORIGINAL
,,;
HEIR FORM AND SPECIFICATIONS
AGGREGATE PRINCIPAL AMOUNT OF �25545000FIXING
T; DIRECTING THEIR
EXECUTION AND DELNERY; 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 Bonds.
1.01. A »th nri Kati nn fnr � a 1 P of R nn r� c
January 26, 2023
Pursuant to a resolution adopted by the City Council on
(the "Authorizing Resolution"), the City authorized the sale of its General Obligation
Bonds, Series 2023A (the "Bonds"), for the following purposes:
(a) to finance certain public improvements, including street, utility and road
improvements to Hackamore Drive, City Center Drive and 79th Place, Horseshoe Road and
Horseshoe Bend (the "Abatement Project"), pursuant to Minnesota Statutes, Chapter 475, as
amended, and Minnesota Statutes, Sections 469.1812 through 469.1815, as amended (collectively,
the "Abatement Act") and a resolution adopted by the City Council on January 26, 2023 following
a duly noticed public hearing, approving a property tax abatement (the "Abatements") for certain
property in the City (the "Abatement Parcels") over a period of 15 years, in an amount sufficient
to pay the principal amount of and all or a portion of interest on bonds issued to finance the
Abatement Project; and
(b) to finance the construction of various improvements to the City's water utility
system, including but not limited to the acquisition, construction, and equipping of a new water
treatment facility and other water system improvements (the "Utility Improvements"), pursuant to
Minnesota Statutes, Chapters 444 and 475, as amended (collectively, the "Utility Revenue Act").
1.02. Issuance of General Obligation Bonds.
(a) The City Council finds it necessary and expedient to the sound financial
management of the affairs of the City to issue its General Obligation Bonds, Series 2023A (the
"Bonds"), in the original aggregate principal amount of $25,545,000, pursuant to the Abatement
Act and the Utility Revenue Act (collectively, the "Act"), to provide financing for the Abatement
Project and the Utility Improvements.
(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. The City has retained Northland Securities, Inc. as its
municipal advisor (the "Municipal Advisor"). The actions of the City staff and the City's Municipal
Advisor in negotiating the sale of the Bonds are ratified and confirmed in all aspects.
1.03. Award to the Purchaser and Interest Rates. The proposal of Piper Sandler & Co.,
Minneapolis, Minnesota (the "Purchaser") to purchase the Bonds is hereby found and determined to be a
reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of
CR100-25-852935.v2 2
$26,734,997.89 (par amount of $25,545,000.00, plus original issue premium of $1,362,775.10, less an
underwriter's discount of $172,777.21), plus accrued interest, if any, for Bonds bearing interest as follows:
Year of
Maturity
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
*Term Bond
True interest cost: 3.7093 721 %
Interest Rate
5.00%
5.)0
5.)0
5.)0
5.)0
5.00
5.00
5.00
5.00
5.00
4.00
Year of
Maturity
2035
2036
2037
2038
2039
2040
2041
2042
2043
2048*
2053*
Interest Rate
4.00%
4.00
4.00
4.00
4.00
4.00
4.00
4.00
4.00
4.00
4.00
1.04. 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 Construction 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 or deposit
of the Purchaser, pending completion of the sale of the Bonds. The Mayor and the City Administrator are
directed to execute a contract with the Purchaser on behalf of the City.
1.05 . Terms and Principal Amount of the Bonds. The City will forthwith issue and sell the Bonds
pursuant to the Act, in the original aggregate principal amount of $25,545,000, originally dated the date of
issuance, in fully registered form, in the denomination of $5,000 each or any integral multiple thereof,
numbered No. R-1, upward, bearing interest as above set forth, and maturing serially on February 1 in the
years and amounts as follows:
Year of
Maturity
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
*Term Bond
Amount
$595,000
555,000
580,000
615,000
645,000
675,000
710,000
745,000
780,000
820,000
860,000
Yf
ear o
Maturity
2035
2036
2037
203 8
2039
2040
2041
204
2043
2048*
2053*
2
Amount
$865,000
895,000
930,000
970,000
1,0101000
725,000
755,000
785,000
820,000
4,605,000
5,6051000
(a) $3,760,000 of the principal amount of the Bonds (the "Abatement Bonds"), maturing
on February 1 in the years and in the amounts set forth below, will be used to finance the construction
oI the Abatement Project:
CR100-25-852935.v2 3
Year of
Maturity
2025
2026
2027
2028
2029
2030
2031
2032
Amount
$185,000
190,000
2051000
215,000
225,000
23 5,000
250,000
260,000
Year of
Maturity
2033
2034
2035
2036
2037
2038
2039
Amount
$275MO
285,000
265,000
275NO
285NO
3 00,000
310,000
(b) The remainder of the principal amount of the Bonds in the amount of $21,785,000
the "Utility Revenue Bonds"), maturing on February 1 in the years and in the amounts set forth below,
will be used to finance the construction of the Utility Improvements:
Year of
Maturity
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
* Term Bond
Amount
$595,000
370,000
390,000
410,000
430,000
450,000
475,000
495,000
520,000
545,000
575,000
Year of
Maturitv
Mil
2036
2037
2038
2039
2040
2041
2042
2043
2048*
2053*
Amount
$600,000
620,000
645,000
670,000
700,000
725,000
755,000
785,000
820,000
4,605,000
5,605,000
1.06. Optional Redemption. The City may elect on February 1, 203 1, and on any day thereafter to
prepay Bonds due on or after February 1, 2032. Redemption may be in whole or in part and if in part, at the
option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called
for redemption, the City will notify 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.
1.07 Mandatory Redemption; Term Bonds. The Bonds maturing on February 1, 2048 and February
1, 2053 shall hereinafter be referred to collectively as the "Term Bonds." The principal amount of the Term
Bonds subject to mandatory sinking fund redemption on any date may be reduced through earlier optional
redemptions, with any partial redemptions of the Term Bonds credited against future mandatory sinking fund
redemptions of such Term Bond in such order as the City shall determine. The Term Bonds are subject to
mandatory sinking fund redemption and shall be redeemed in part at par plus accrued interest on February 1 of
the following years and in the principal amounts as follows:
CR100-25-852935.v2 4
Sinking Fund Installment Date
February 1, 2048 Term Bond
2044
2045
2046
2047
2048
* Maturity
February 1, 2053 Term Bond
2049
2050
2051
2052
2053
* Maturity
1.08. Bond Insurance.
Principal Amount
$850,000
885,000
920,000
955NO
995,000
Principal Amount
$L035,000
1,075,000
1,120,000
1,165,000
1,210,000
(a) The Purchaser has elected to obtain a municipal bond insurance policy to be delivered by Build
America Mutual Assurance Company ("BAM"), New York, New York (the "Policy") with respect to the
scheduled payments due of principal of and interest on the Bonds, and the City hereby approves the Policy.
(b) BAM has issued a Municipal Bond Commitment with an effective date of April 13, 2023 (the
"Commitment") under the terms of which BAM will issue its Policy on the date of issuance of the Bonds.
(c) The City shall take all actions, including the delivery of documents and information, as required
by the terms of the Commitment that are necessary to obtain the Policy. The terms and provisions set forth
in EXHIBIT D attached hereto (the "Insurer Provisions") are hereby incorporated by reference herein, and
the City agrees to be bound by the terms and conditions of the Insurer Provisions,
Section 2.
Registration and Payment.
2.01. Registered Form. The Bonds will be issued only in fully registered form. The interest
thereon and, upon surrender of each Bond, the principal amount thereof, is payable by check or draft issued
by the Registrar described herein.
2.02. Dates; Interest Payment Dates. Each Bond will be dated as of the last interest payment
date preceding the date of authentication to which interest on the Bond has been paid or made available
for payment, unless (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 Bond 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 Bond will be
dated as of the date of original issue. The interest on the Bonds is payable on February 1 and August 1 of
each year, commencing February 1, 2024, 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.
2.03. Registration. The City will appoint, and will maintain, a bond registrar, transfer agent,
authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties
of the City and the Registrar with respect thereto are as follows:
CR100-25-852935.v2 5
(a) Register, The Registrar will keep at its principal corporate trust office a bond
register in which the Registrar provides for the registration of ownership of Bonds and the
registration of transfers and exchanges of Bonds entitled to be registered, transferred or exchanged.
(b) Transfer of Bonds. Upon surrender for transfer of a" U11 duly endorsed by the
registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory
to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized
by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the
designated transferee or transferees, one or more new Bonds of a like aggregate principal amount
and maturity, as requested by the transferor. The Registrar may, however, close the books for
registration of any transfer after the fifteenth day of the month preceding each interest payment
date and until that interest payment date.
(c) Exchange of Bonds. Whenever any Bonds are surrendered by the registered owner
for exchange the Registrar will authenticate and deliver one or more new Bonds of a like aggregate
principal amount and maturity as requested by the registered owner or the owner's attorney in
writing.
(d) Cancellation. All Bonds surrendered upon any transfer or exchange will be
promptly cancelled by the Registrar and thereafter disposed of as directed by the City.
(e) Improper or Unauthorized Transfer. When a Bond is presented to the Registrar for
transfer, the Registrar may refuse to transfer the Bond until the Registrar is satisfied that the
endorsement on the Bond or separate instrument of transfer is valid and genuine and that the
requested transfer is legally authorized. The Registrar will incur no liability for the refusal, in good
faith, to make transfers which it, in its judgment, deems improper or unauthorized.
(f) Persons Deemed Owners. The City and the Registrar may treat the person in
whose name a Bond is at any time registered in the bond register as the absolute owner of the Bond,
whether the Bond is overdue or not, for the purpose of receiving payment of, or on account of, the
principal of and interest on the Bond and for all other purposes and payments so made to a registered
owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability
upon the Bond to the extent of the sum or sums so paid.
(g) Taxes, Fees and Charges. The Registrar may impose a charge upon the owner
thereof for a transfer or exchange of Bonds, sufficient to reimburse the Registrar for any tax, fee or
other governmental charge required to be paid with respect to the transfer or exchange.
(h) Mutilated, Lost, Stolen or Destroyed Bonds. If a Bond becomes mutilated or is
destroyed, stolen or lost, the Registrar will deliver a new Bond of like amount, number, maturity
date and tenor in exchange and substitution for and upon cancellation of the mutilated Bond or in
lieu of and in substitution for any Bond destroyed, stolen or lost, upon the payment of the reasonable
expenses and charges of the Registrar in connection therewith; and, in the case of a Bond destroyed,
stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Bond was
destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar of 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. Bonds so surrendered to
the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to
the City. If the mutilated, destroyed, stolen or lost Bond has already matured or been called for
redemption in accordance with its terms it is not necessary to issue a new Bond prior to payment.
CR100-25-852935.v2 6
(i) Redemption. In the event any of the Bonds are called for redemption, notice thereof
identifying the Bonds to be redeemed will be given by the Registrar by mailing a copy of the
redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be
redeemed at the address shown on the registration books kept by the Registrar and by publishing the
notice if required by law. Failure to give notice by publication or by mail to any registered owner, or
any defect therein, will not affect the validity of the proceedings for the redemption of Bonds. Bonds
so called for redemption will cease to bear interest after the specified redemption date, provided that
the funds for the redemption are on deposit with the place of payment at that time.
2.04. Appointment of Initial Re istrar. The City appoints Northland Trust Services Inc.,
Minneapolis, Minnesota, as the initial Registrar. The 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 3 0 days' notice and upon the appointment of a successor
Registrar, in which event the predecessor Registrar must deliver all cash and Bonds in its possession to the
successor Registrar and deliver the bond register to the successor Registrar. On or before each principal or
interest due date, without further order of this Council, the City Administrator must transmit to the Registrar
money sufficient for the payment of all principal and interest then due.
2.05. Execution, Authentication and Delivery. The Bonds will be prepared under the direction
of the City Administrator and executed on behalf of the City by the signatures of the 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 Bonds ceases to
be such officer before the delivery of any Bond, that signature or facsimile will nevertheless be valid and
sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding
such execution, a Bond will not be valid or obligatory for any purpose or entitled to any security or benefit
under this Resolution unless and until a certificate of authentication on the Bond has been duly executed by
the manual signature of an authorized representative of the Registrar. Certificates of authentication on
different Bonds need not be signed by the same representative. The executed certificate of authentication
on a Bond is conclusive evidence that it has been authenticated and delivered under this Resolution. When
the Bonds have been so prepared, executed and authenticated, the City Administrator will deliver the same
to the Purchaser thereof i upon payment of the purchase prce iith
n accordance wthe contract of sale
heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase
price.
Section 3.
Form of Bond.
3.01. Execution of the Bonds. The Bonds will be printed or typewritten in substantially the form
as set forth in EXHIBIT B attached hereto.
3.02. Approving Legal 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 Bond.
CR100-25-852935.v2 %
Section 4.
Pavment; Security; Pledges and Covenants.
4.01. Debt Service Fund. For the convenience and proper administration of the moneys to be
borrowed and repaid on the Bonds, there is hereby created a special fund to be designated the Bonds will
be payable from the General Obligation Bonds, Series 2023A Debt Service Fund (the "Debt Service Fund")
hereby created. The Debt Service Fund shall be administered and maintained by the City Administrator as
a bookkeeping account separate and apart from all other funds maintained in the official financial records
of the City. The Debt Service Fund will be maintained in the manner herein specified until all of the Bonds
and the interest thereon have been fully paid. The City will maintain the following accounts in the Debt
Service Fund: the "Abatement Account" and the "Utility Improvements Account." Amounts in the
Abatement Account are irrevocably pledged to the Abatement Bonds and amounts in the Utlllty
Improvements Account are irrevocably pledged to the Utility Revenue Bonds.
(a) Abatement Account. Abatements from the Abatement Parcels and ad valorem tomes
levied for the Abatement Project are hereby pledged to the Abatement Account of the Debt Service
Fund. There is appropriated to the Abatement Account (1) a pro rata portion of amounts over the
minimum purchase price of the Bonds paid by the Purchaser, to the extent designated for deposit in
the Debt Service Fund in accordance with Section 1.04 hereof; (11 accrued interest; (iii) capitalized
interest financed with the proceeds of the Abatement Bonds, if any; (iv) all investment earnings on
funds in the Abatement Account; and (v) any and all other moneys which are properly available
and are appropriated by the City Council to the Abatement Account.
(b) Utility Improvements Account. The City will continue to maintain and operate its
water utility fund (the "Water Fund") to which will be credited all gross revenues of the water system
and out of which will be paid all normal and reasonable expenses of current operations of such system.
Any balances therein are deemed net revenues (the "Net Revenues") and will be transferred, from time
to time, to the Utility Improvements Account of the Debt Service Fund, which Utility Improvements
Account will be used only to pay principal of and interest on the Utility Revenue Bonds and any
other bonds similarly authorized. There will always be retained in the Utility Improvements
Account a sufficient amount to pay principal of and interest on all the Utility Revenue Bonds, and
the City Administrator must report any current or anticipated deficiency in the Utility Improvements
Account to the City Council. There is also appropriated to the Utility Improvements Account (1) a
pro rata portion of amounts over the minimum purchase price of the Bonds paid by the Purchaser,
to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.04
hereof; (ii) accrued interest, if any; (iii) capitalized interest financed with proceeds of the Utility
Revenue Bonds, if any; (iv) all investment earnings on funds in the Utility Improvements Account;
and (v) any and all other moneys which are properly available and are appropriated by the City
Council to the Water Improvements Account.
4.02. Construction Fund. The City hereby creates the General Obligation Bonds, Series 2023A
Construction Fund (the "Construction Fund") to 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. The City will maintain the following accounts in the Construction Fund: the "Abatement
Account" and the "Utility Improvements Account." Amounts in the Abatement Account are irrevocably
pledged to the Abatement Bonds and amounts in the Utility Improvements Account are irrevocably pledged
to the Utility Revenue Bonds.
(a) Abatement Account. Proceeds of the Abatement Bonds, less the appropriations
made in Section 4.01(a) hereof, together with any other funds appropriated for the Abatement
Project, will be deposited in the Abatement Account of the Construction Fund to be used solely to
defray expenses of the acquisition of the Abatement Project. When the Abatement Project has been
acquired and the cost thereof paid, the Abatement Account of the Fund is to be closed and any
CR100-25-852935.v2 g
funds remaining may be deposited in the Abatement Account of the Debt Service Fund or otherwise
used in accordance with Minnesota Statutes, Section 475.65.
(b) Utility Improvements Account. Proceeds of the Utility Revenue Bonds, less the
appropriations made in Section 4.01(b) hereof, will be deposited in the Utility Improvements Account
of the Construction Fund to be used solely to defray expenses of the Utility Improvements. When the
Utility Improvements are completed and the cost thereof paid, the Utility Improvements Account of
the Construction Fund is to be closed and any funds remaining may be deposited in the Utility
Improvements Account of the Debt Service Fund or otherwise used in accordance with Minnesota.
Statutes, Section 475.65.
4.03. City Covenants with Respect to the Utility Revenue Bonds. The City Council covenants
and agrees with the holders of the Bonds that so long as any of the Bonds remain outstanding and unpaid,
it will keep and enforce the following covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water system as a
public utility and convenience free from competition of other like municipal utilities and will cause
all revenues therefrom to be deposited in a bank account and credited to the Water Fund, as
hereinabove provided, and will make no expenditures from that account except for a duly
authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Utility Improvements Account of the Debt Service
Fund as a separate account and will cause money to be credited thereto from time to time, out of
Net Revenues from the water system in sums sufficient to pay principal of and interest on the Utility
Revenue Bonds when due.
(c) The City will keep and maintain proper and adequate books of records and
accounts separate from all other records of the City in which will be complete and correct entries
as to all transactions relating to the water system and which will be open to inspection and copying
by any Bondholder, or the Bondholder's agent or attorney, at any reasonable time, and it will
furnish certified transcripts therefrom upon request and upon payment of a reasonable fee therefor,
and said account will be audited at least annually by a qualified public accountant and statements
of such audit and report will be furnished to all Bondholders upon request.
(d) The City Council will cause persons handling revenues of the water system to be
bonded in reasonable amounts for the protection of the City and the Bondholders and will cause
the funds collected on account of the operations of such system to be deposited in a bank whose
deposits are guaranteed under the Federal Deposit Insurance Law.
(e) The City Council will keep the water system insured at all times against loss by
fire, tornado and other. risks customarily insured against with an insurer or insurers in good
standing, in such amounts as are customary for like plants, to protect the holders, from time to time,
of the Bonds and the City from any loss due to any such casualty and will apply the proceeds of
such insurance to make good any such loss.
(f) The City and each and all of its officers will punctually perform all duties with
reference to the water system as required by law.
(g) The City will impose and collect charges of the nature authorized by
Section 444.075 of the Act, at the times and in the amounts required to produce Net Revenues
adequate to pay all principal and interest when due on the Utility Revenue Bonds and to create and
maintain such reserves securing said payments as may be provided herein.
CR100-25-852935.v2 9
(h) The City Council will levy general ad valorem taxes on all taxable property in the
City when required to meet any deficiency in Net Revenues.
General Obligation Pledge. For the prompt and full payment of the principal of and interest
on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City will be
and are hereby irrevocably pledged. If the balance in the Debt Service Fund is ever insufficient to pay all
principal and interest then due on the Bonds, 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.
4.05. Pledge of Tax Levy. For the purpose of paying all or a portion of the interest on the
Abatement Bonds, 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. The Taxes will be credited to the Abatement Account of the Debt Service Fund
above provided and will be in the years and amounts as attached hereto as EXHIBIT C. The tax levy
herein provided will be irrepealable until all of the Abatement Bonds are paid, provided that the City
Administrator may annually, at the time the City makes its tax levies, certify to the County Auditor (as
hereinafter defined) of the County the amount available in the Abatement Account of the Debt Service Fund
to pay principal and interest due during the ensuing year on the Abatement Bonds, and the County Auditor
A the County will thereupon reduce the levy collectible during such year by the amount so certified.
4.06. Certification to County Auditor/Treasurer as to Debt Service Fund Amount. It is hereby
determined that the estimated collection of the foregoing Taxes levied and the Abatements herein pledged
will produce at least 5% in excess of the amount needed to pay when due, the principal and interest
payments on the Abatement Bonds and the Net Revenues herein pledged will produce at least 5% in excess
of the amount needed to pay when due the principal and interest payments on the Utility Improvement
Bonds,
4.07. Filing of Resolution. The City Administrator is authorized and directed to file a certified copy
of this resolution with the County Auditor/Treasurer and to obtain the certificate required by Section 475.63 of
the Act.
4.08. Abatement Pledge. It is determined that the principal amount of the Abatement Bonds does
not exceed the estimated sum of the Abatements authorized under the Abatement Resolution.
Section 5.
Authentication of Transcript.
5.01. 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 Bonds, certified copies of
proceedings and records of the City relating to the Bonds and to the financial condition and affairs of the
City, and such other certificates, affidavits and transcripts as may be required to show the facts within their
knowledge or as shown by the books and records in their custody and under their control, relating to the
validity and marketability of the Bonds, and such instruments, including any heretofore furnished, may be
deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor and the City Administrator are hereby
authorized and directed to certify that they have examined the Official Statement prepared and circulated
in connection with the issuance and sale of the Bonds and that to the best of their knowledge and belief the
Official Statement is a complete and accurate representation of the facts and representations made therein
as of the date of the Official Statement.
CR100-25-852935.v2 1 �
5.03 . Other Certificates. The Mayor, the Finance Manager and/or the City Administrator, or any
of them, are hereby authorized and directed to furnish to the Purchaser at the closing such certificates as
are required as a condition of sale. Unless litigation shall have been commenced and be pending questioning
the Bonds or the organization of the City or incumbency of its officers, at the closing the Mayor 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, and the City Administrator shall also execute and deliver a certificate as
to payment for and delivery of the Bonds.
5.04. Electronic Si natures. The electronic signature of the Mayor, the Finance Manager, and/or
the City Administrator, or any of them, to this resolution and to any certificate authorized to be executed
hereunder shall be as valid as an original signature of such party and shall be effective to bind the City
thereto. For purposes hereof, (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.
6.01. Tax -Exempt Bonds. The City covenants and agrees with the holders from time to time of the
Bonds that it will not take or permit to be taken by any of its officers, employees or agents any action which
would cause the interest on the Bonds to become subject to taxation under the Internal Revenue Code of 1986,
as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such
actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its
power that may be necessary to ensure that such interest will not become subject to taxation under the Code
and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the
Bonds. To that end, the City will comply with all requirements necessary under the Code to establish and
maintain the exclusion from gross income of the interest on the Bonds under Section 103 of the Cod 6, including
without limitation requirements relating to temporary periods for investments, and limitations on amounts
invested at a yield greater than the yield on the Bonds.
6.02. Rebate 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 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 Regulations,
6.03. Not Private Activity Bonds. The City further covenants not to use the proceeds of the
Bonds or the Abatement Project or the Utility Improvements financed by the Bonds or to cause or permit
them or any of them to be used, in such a manner as to cause the Bonds to be "private activity bonds" within
the meaning of Sections 103 and 141 through 150 of the Code.
6.04. Not ,ualified T
tax-exempt obligations".
ax-Exem
Obli
tions_
The Bonds are not designated as "qualified
6.05. Procedural Requirements. The City will use its best efforts to comply with any federal
procedural requirements which may apply in order to effectuate the designations made by this section.
Section 7.
Book -Entry System:, Limited Obligation of City.
CR100-25-852935.v2 11
7.01. DTC. The Bonds will be initially issued in the form of a separate single typewritten or
printed fully registered Bond for each of the maturities set forth in Section 1.05 hereof. Upon initial
issuance, the ownership of each Bond will be registered in the registration books kept by the Registrar in
the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its
successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Bonds will be
registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC.
7.02. Participants. With respect to Bonds registered in the registration books kept by the
Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will
have no responsibility or obligation to any broker dealers, banks and other financial institutions from time
to time for which DTC holds Bonds as securities depository (the "Participants") or to any other person on
behalf of which a Participant holds an interest in the Bonds, including but not limited to any responsibility
or obligation with respect to (1) the accuracy of the records of DTC, Cede & Co. or any Participant with
respect to any ownership interest in the Bonds, (11) the delivery to any Participant or any other person (other
than a registered owner of Bonds, as shown by the registration books kept by the Registrar) of any notice
with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any
other person, other than a registered owner of Bonds, of any amount with respect to principal of, premium,
if any, or interest on the Bonds. The City, the Registrar and the Paying Agent may treat and consider the
person in whose name each Bond is registered in the registration books kept by the Registrar as the holder
and absolute owner of such Bond for the purpose of payment of principal, premium and interest with respect
to such Bond, for the purpose of registering transfers with respect to such Bonds, and for all other purposes.
The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the
order of the respective registered owners, as shown in the registration books kept by the Registrar, and all
such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect
to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so
paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the
Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by
DTC to the 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, the City Administrator will promptly deliver a copy of the same to the
Registrar and Paying Agent.
7.03. Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter of Representations (the "Representation Letter") which will govern payment of principal of,
premium, if any, and interest on the Bonds and notices with respect to the Bonds. Any Paying Agent or
Registrar subsequently appointed by the City with respect to the Bonds will agree to take all action
necessary for all representations of the City in the Representation Letter with respect to the Registrar and
Paying Agent, respectively, to be complied with at all times.
7.04. Transfers Outside Book -Entry System. In the event the City, by resolution of the City
Council, determines that it is in the best interests of the persons having beneficial interests in the Bonds that
they be able to obtain Bond certificates, the City will notify DTC, whereupon DTC will notify the
Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer
and exchange Bond certificates as requested by DTC and any other registered owners in accordance with
the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to
the Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto
under applicable law. In such event, if no successor securities depository is appointed, the City will issue
and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions
hereof will apply to the transfer, exchange and method of payment thereof.
7.05. Payments to Cede & Co. Notwithstanding any other provision of this Resolution to the
contrary, so long as a Bond is registered in the name of Cede & Co., as nominee of DTC, payments with
CR100-25-852935.v2 12
respect to principal of, premium, if any, and interest on the Bond and notices with respect to the Bond will
be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth
in the Representation Letter.
Section 8. Continuing Disclosure.
8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate"
means that certain Continuing Disclosure Certificate executed by the Mayor and the City Administrator
and dated the date of issuance and delivery of the Bonds, as originally executed and as it may be amended
from time to time in accordance with the terms thereof.
8.02. 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 of default with respect to the
Bonds; however, any Bondholder may take such actions as may be necessary and appropriate, including
seeking mandate or specific performance by court order, to cause the City to comply with its obligations
under this section.
Section 9. Defeasance. When all Bonds (or all of either the Abatement Bonds or Utility Revenue
Bonds portion thereof) and all accrued interest thereon have been discharged as provided in this section, all
pledges, covenants and other rights granted by this resolution (with respect to the Abatement Bonds or Utility
Revenue Bonds portion of the Bonds, as the case may be) to holders of the Bonds will cease, except that the
pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on
the Bonds will remain in full force and effect. The City may discharge all Bonds (or all of either the Abatement
Bonds or Utility Revenue Bonds portion thereof) which are due on any date by depositing with the Registrar
on or before that date a sum sufficient for the payment thereof in full or by depositing irrevocably in escrow,
with a suitable institution qualified by law as an escrow agent for this purpose, cash or securities which are
backed by the full faith and credit of the United States of America, or any other security authorized under
Minnesota law for such purpose, bearing interest payable at such times and at such rates and maturing on such
dates and in such amounts as shall be required and sufficient, subject to sale and/or reinvestment in like
securities, to pay said obligation(s), which may include any interest payment on such Bond and/or principal
amount due thereon at a stated maturity (or if irrevocable provision shall have been made for permitted prior
redemption of such principal amount, at such earlier redemption date). If any Bond should not be paid when
due, it may nevertheless be discharged by depositing with the Registrar a sum sufficient for the payment thereof
in full with interest accrued to the date of such deposit.
(The remainder of this page is intentionally left blank.)
Approved by the City Council of the City of Corcoran, Minnesota this 13' day of April, 2023 .
Acting Mayor
ATTEST:
City Admi
CR100-25-852935.v2 13
The motion for the adoption of the foregoing resolution was duly seconded by Member Councilor
Vehrenkamp and upon vote being taken thereon, the following voted in favor thereof:
Councilor Schultz, Councilor Vehlull kamp, and Councilor Nichols
and the following voted against the same:
Acting Mayor Bottema -- Abstained
whereupon the resolution was declared duly passed and adopted.
CR100-25-852935.v2 14
EXHIBIT A
PROPOSALS
SECURITIES
TABULATION OF BIDS
CITY OF CORCORAN, MI��NESOTA
$27,125,000�
GENERAL OBLIGATION BONDS, SERIES 2023A
DATE OF SALE:
MOODY' S UNDERLYING RATING
BIDDER
PIPER SANDLER & CO.
Minneapolis, MN
ROBERT W. BAIRD & CO., INC
Milwaukee, WI
RBC CAPITAL MARKETS
New York, NY
HILLTOPSECURITIES
Dallas, TX
UBS FINANCIAL SERVICES INC.
New York, NY
PIPER SANDLER & CO.
THURSDAY, APRIL 13, 2023
Aa3
TRUE
PURCHASE NET INTEREST
PRICE INTEREST COST COST (TIC
$28,374,924.94 $17,373,777.84 3.7136051%
$28,463,377.34 $17,841,714.33 3.7353677%
$27,760,615.80 $17,542,027.60 3.8027313%
$28,369,984.05 $18,255,468.73 3.9249316%
$28,090,088.90 $18,248,944.43 3.9468801%
� Par amount decreased from $27,125,000 to $25,545,000. The adjusted purchase price is $26,734,997.89, plus accrued interest
from the date of issue to the date of delivery, and the adjusted TIC is 3.7093 721 %.
CR100-25-852935.v2 A-1
No. R-2023-27
EXHIBIT B
UNITED STATES OF AMERICA
STATE OF SOTA
COUNTY OF IHENNEPIN
CITY OF CORCORAN
GENERAL OBLIGATION BOND
Maturi
February 1, 20
Registered Owner: Cede & Co.
SERIES 2023A
Date of
Original Issue CUSIP
May 11, 2023 218388
The City of Corcoran, Minnesota, a duly organized and existing municipal corporation in Hennepin
County, Minnesota (the "City"), acknowledges itself to be indebted and for value received hereby promises
to pay to the Registered Owner specified above or registered assigns, the principal sum set forth above on
the Maturity date specified above, 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 3 0 day months), payable February 1 and August
1 in each year, commencing February 1, 2024, to the person in whose name this Bond 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 hereof are payable in lawful
money of the United States of America by check or draft by Northland Trust Services Inc., Minneapolis,
Minnesota, as Bond 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, 2031, and on any day thereafter to prepay Bonds due on or after
February 1, 2032. Redemption may be in whole or in part and if in part, at the option of the City and in such
manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will
notify The Depository Trust Company ("DTC") of the particular amount of such maturity to be prepaid. DTC
will determine by lot the amount of each participant's interest in such maturity to be redeemed and each
participant will then select by lot the beneficial ownership interests in such maturity to be redeemed.
Prepayments will be at a price of par plus accrued interest.
The Bonds maturing on February 1, 2048 and February 1, 2053 shall hereinafter be referred to
collectively as the "Term Bonds." The principal amount of the Term Bonds subject to mandatory sinking fund
redemption on any date may be reduced through earlier optional redemptionswith any parti , al redemptions of
the Term Bonds credited against future mandatory sinking fund redemptions of such Term Bond in such order
as the City shall determine. The Term Bonds are subject to mandatory sinking fund redemption and shall be
redeemed in part at par plus accrued interest on February 1 of the following years and in the principal amounts
as follows:
CR100-25-852935.v2 B-1
Sinking Fund Installment Date
February 1, 2048 Term Bond
2044
2045
2046
2047
2048
* Maturzty
Fe
y 1, 2053 Term Bond
2049
2050
2051
2052
2053
Principal Amount
$850NO
885,000
920,000
955,000
995,000
Principal Amount
$1,03 5,000
1,075,000
1,120,000
1,165,000
1,210,000
* Maturity
This Bond is one of an issue in the aggregate principal amount of $25,545,000 all of like original
issue date and tenor, except as to number, maturity date, interest rate, and redemption privilege, all issued
pursuant to a resolution adopted by the City Council on April 13, 2023 (the "Resolution"), for the purpose
of providing money to defray the expenses incurred and to be incurred in the undertaking of certain public
street and utility improvements and improvements to the water system of the City, pursuant to and in full
conformity with the home rule charter of the City and the Constitution and laws of the State of Minnesota,
including Minnesota Statutes, Chapters 444 and 475, as amended, and Minnesota Statutes, Sections
469.1812 through 469.1815, as amended, and the principal hereof and interest hereon are payable in part
from abatements collected from certain property in the City, in part from ad valorem taxes, and in part from
net revenues of the water system of the City, as set forth in the Resolution to which reference is made for a
full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably
pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem
taxes on all taxable property in the City in the event of any deficiency in ad valorem taxes and net revenues
pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are
issued only as fully registered Bonds in denominations of $5,000 or any integral multiple thereof of single
maturities.
This Bond is not a "qualified tax-exempt obligation" within the meaning of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
IT IS HEREBY CERTIFIED AND RECITED that in and by the Resolution, the City has
covenanted and agreed that it will continue to own and operate the water system free from competition by
other like municipal utilities; that adequate insurance on said system and suitable fidelity bonds on
employees will be carried; that proper and adequate books of account will be kept showing all receipts and
disbursements relating to the Water Fund, into which it will pay all of the gross revenues from the water
system; that it will also create and maintain a Utility Improvements Account within the General Obligation
Bonds, Series 2023A Debt Service Fund, into which it will pay, out of the net revenues from the water
system a sum sufficient to pay principal of the Utility Revenue Bonds (as defined in the Resolution) and
interest on the Utility Revenue Bonds when due; and that it will provide, by ad valorem tax levies, for any
deficiency in required net revenues of the water system.
As provided in the Resolution and subject to certain limitations set forth therein, this Bond is
transferable upon the books of the City at the principal office of the Bond Registrar, by the registered owner
CR100-25-852935.v2 B-2
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 Bond Registrar, duly executed by the registered owner
or the owner's attorney; and may also be surrendered in exchange for Bonds of other authorized
denominations. Upon such transfer or exchange the City will cause a new Bond or Bonds to be issued in
the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at
the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental
charge required to be paid with respect to such transfer or exchange.
The City and the Bond Registrar may deem and treat the person in whose name this Bond is
registered as the absolute owner hereof, whether this Bond is overdue or not, for the purpose of receiving
payment and for all other purposes, and neither the City nor the Bond Registrar will be affected by any
notice to the contrary.
IT IS HEREBY CERTIFIED, RECITED, COVENANTED AND AGREED that all acts, conditions
and things required by the 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
Bond in order to make it a valid and binding general obligation of the City in accordance with its terms,
have been done, do exist, have happened and have been performed as so required, and that the issuance of
this Bond does not cause the indebtedness of the City to exceed any constitutional, statutory, or charter
limitation of indebtedness.
This Bond is not valid or obligatory for any purpose or entitled to any security or benefit under the
Resolution until the Certificate of Authentication hereon has been executed by the Bond Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WI�REOF, the City of Corcoran, Hennepin County, Minnesota, by its City
Council, has caused this Bond to be executed on its behalf by the facsimile or manual signatures of the
Mayor and the City Administrator and has caused this Bond to be dated as of the date set forth below.
Dated: May 11, 2023
Facsimile
CITY OF CORCORAN, MINNESOTA
acsimile
Mayor City Administrator
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
NORTHLAND TRUST SERVICES INC.
By
Authorized Representative
CR100-25-852935.v2 B-3
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of this Bond, will be
construed as though they were written out in full according to applicable laws or regulations:
TEN COM -- as tenants in common
TEN ENT -- as tenants by entireties
JT TEN as joint tenants with right of
survivorship and not as tenants in common
UNIF GIFT MIN ACT
Custodian
(Gust) (Minor)
under Uniform Gifts or Transfers to Minors
Act, State of
Additional abbreviations may also be used though not in the above list.
ASSIGNMENT
For value received, the undersigned
the
hereby irrevocably constitute and appoint
on the books kept for registration of the within Bond,
Dated:
hereby
within
sells,
assigns
all rights
and transfers unto
thereunder, and does
attorney to transfer the said Bond
with full power of substitution in the premises.
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
NOTICE: 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 accordance with the Securities Exchange Act of 1934, as amended.
The Registrar will not effect transfer of this Bond unless the information concerning the assignee
requested below is provided.
rom-
(Include information for all joint owners if this Bond is
held by joint account.)
CR100-25-852935.v2 B-4
Please insert social security or other identifying
number of assignee
PROVISIONS AS TO REGISTRATION
The ownership of the principal of and interest on the within Bond has been registered on the books
of the Registrar in the name of the person last noted below.
Date of Registration
May 11, 2023
Registered Owner
Cede & Co.
Federal ID # 13-2555119
Signature of Registrar
CR100-25-852935.v2
B-5
STATEMENT of INSURANCE
Build America Mutual Assurance CompanyNew York, New York, has delivered its municipal
bond insurance policy (the "Policy") with respect to the scheduled payments due of principal of and interest
on this Bond to Northland Trust Services Inc., Minneapolis, Minnesota, or its successor, as paying agent
for the Bonds (the "Paying Agent"). Said Policy is on file and available for inspection at the principal office
of the Paying Agent and a copy thereof may be obtained from BAM or the Paying Agent. All payments
required to be made under the Policy shall be made in accordance with the provisions thereof. By its
purchase of these Bonds, the owner acknowledges and consents (i) to the subrogation and all other rights
of BAM as more fully set forth in the Policy and (11) that upon the occurrence and continuance of a default
or an event of default under the Resolution or this Bond, BAM shall be deemed to be the sole owner of the
Bonds for all purposes and shall be entitled to control and direct the enforcement of all rights and remedies
granted to the owners of the Bonds or the trustee, paying agent, registrar or similar agent for the benefit of
such owners under the Resolution, at law or in equity.
CR100-25-852935.v2 B-6
TAX LEVY SCHEDULE
Tax Levv fog Abatement Bonds
Less:
Abatement Levy Collection
Date Total PA CIF 105% Levy Levy Net Levy Year Year
02/Ol/2024
02/01/2025
O2/01/2026
02/01/2027
02/01/2028
02/O1/2029
02/01/2030
02/01/2031
02/01/2032
02/01/2033
02/Ol/2034
02/01 /203 5
02/01/2036
02/01/2037
02/01 /203 8
02/01/2039
Total
1235555
3,.
355,800.00
351,550.00
357,050.00
356,800.00
356,050.00
354,800.00
358,050.00
355,550.00
357J50.00
353,800.00
322,400.00
321,800.00
320,800.00
324.400.00
322,400.00
$5
,292,155.55
12335555)
- 373,590.00 185,000.00 188,590.00 2023 2024
369,127.50 190,000.00 179,127.50 2024 2025
374,902.50 205,000.00 1695902050 2025 2026
374 640 00 215,000.00 159 640.00 2026 2027
373,852.50 2251000600 148,852.50 2027 2028
3725540.00 235,000.00 137,540.00 2028 2029
375,952.50 250,000.00 125,952.50 2029 2030
373,327.50 26000.00 113,327.50 2030 2031
- 3753427.5-0...mmm 2757000000 100,427.50 2031 2032
................................
--- --- -------------------------------------------------------------------------------------------------------------------------------------------------------------------
- 371,490.00 285,000.00 86,490.00 2032 2033
338,520.00 265,000.00 73,520.00 2033 2034
3375890600 275,000.00 62,890000 2034 2035
336,840.00 2855000.00 515840000 2035 2036
34020.00 30000.00 4M20.00 2036 2037
- 338,520.00 310,000.00 28,520.00 2037 2038
(123,355.55)
$5,427,240.00
$3,760,Ann .fin
$1,667,240.00
CR100-25-852935.v2
INSURER PROVISIONS
E�.HIBIT A
GENERAL TRAM\ SA,C'TION DOCLTl�IE'T PROVISION S
1. Natice gild C}ther I11fal7n1at10I1 to L)e gl�'ell to BA�'I. Tlie Isstlel «all provide BA1��I «rlth all
notices and other information 1t 1s obligated to provide (1) under its Continuing Disclosure
Agreement and (ii) to the holders of the Bonds or the Trustee tinder the Security
Documents.
The llatice ac1d1'ess of B��T ls: $tlllcl .�111e11Ca i�'itltllal .�sstll'a11Ce C�Oull)ally, 200 L1be1'ty
Street, 2 7th Floor, New York, NTY 102 81. Attention: Stuveillance, Re: Policy No
. Telephone: (212) � �5-2500. Telecopier: (212) 962-1710, Enlall:
IloticesC( bt111dailienca.ca111. Ili each case In willich notice or other coniniunlcation refers to
aii event of default or a Clain on the Policy, then a copy of such notice or other
Connmunicatlall shall also be sent to the attention of the General Counsel at the same
address and at claims gbuildamerica. com or at Telecopler: (212) 962-151~4 and shall be
larked to indicate "URGENT XIATERIAL ENCLOSED.14
2. .�111endmentS. Sttp�lerllelnts and C'alnselnts.
a. Consents and Amendments. NAilenever any Security Document requires the consent of
Bondholders. BAM's consent shall also be required. Ill addition. array amendment.
supplement or modification to the Security Documents that adversely affect the rights
or interests of BA1\-1 shall be subject to the prior written consent of BAM.
b. Control Rights oB.1111 Upon D fiai lt. An rthlna iln any Security Document to the
contrary nomutitlistanding. upon the occurrence and colltllntlallce of a default or an event
of default. BAIVI shall be deemed to be the sale holder of the Bonds for all purposes and
shall be entitled to control and direct the enforcement of all rights and remedies granted
to the holders of the Bonds or the trustee, paying went. registrar, or similar anent (tine
"Trustee") for the benefit of such holders under any Security Docu nlent. The Trustee
may not waive any default or event of default or accelerate the Bonds without BAM's
written consent.
�. BAIi As Third Party Beneficiai�� BAl��I is explicitly recognized as gild shall be deellled to
be a tliird-pal-tyr belneficial-yr of the Security Dacumelnts and may enforce any right, relnledyj
or claim conferred. given or anted thereunder.
=I. Policy Pa�7lnellts .
a. In the event that pl�rlcipal alndfor interest due on the Bonds shall be paid by BA�•1
pursuant to the Policy, the Bonds shall remain outstanding for all purposes. not be
defeased or otherwise satisfied and not be considered paid by the Issuer. the assignment
alld pledge of the truest estate and all covenants, agreements and other obligations of the
Issuer to the registered owners shall continue to exist and shall run to the benefit of
BAIVI, and B.AJV1 shall be subrogated to the rights of such registered o«lilers including,
without limitation. any rights that such owners may have 111 respect of securities law
CR100-25-852935.v2
lolations arislllo.,, irolll tile offer ano sale Of tile Bollds.
b. NURVltllstalldllla all rtniq to tile contrary. tile Issuer and tile Trustee shall acrree for the
benefit of BA1\11 that:
i. They recaallize that to the e tent B. 1 nla es pay111ents directly or 111clile%. Y
(e.a., by paying throtlall the Trustee). oil account of principal of or interest oil
the Bonds. B.A. 4 will be subrogated to the rights of such holders to receive the
amount of Stich principal and interest from tile Issuer. with Interest thereon. as
provided and solely froin the Sources Stated ill the Security Documents and the
Bonds: and
11. They «-111 aCCO1dlllaly l)ay to BA�1 the aI11a1111C of such pl'111C1pa1 anti iiltel'est.
with interest thereon. but only front the sources and ill tile manner provided ni
the Security- Documents and the Bonds for the payrment of principal of and
interest oil tile Bonds to holders, and will othelwxvlse treat BALM as the owner of
S11C11 r ialltS to the alllotllit of sticll pr1llClpal and lllterest.
c. S�ecicrl Pf•o�•isiarrs�for• I»srn•er .I�ef�rrrlt: it` all Iilstuer Default shall acctu and be
co11t111t11na. then. IIo1w1t11stalltlllla allytllilla ill paraal apil 2 above to the contrary, (1) 1fK
at ally time prior to or following all Insurer Default. B_14 has made pay7nient tinder the
Policy. to the extent of sticll payment BAM shall be treated like ally other holder of the
Bollds for all purposes. including giving of Consents. and (2) if BAM has not made any
payillent tinder the Policy. BA1\-I shall have no further consent nallts until the particular
Illstirer Default is no longer cont11111111a or BAN41 illakeS a payment tinder the Policy. ill
«�hich event, the foregoilla clause (1) shall control. For purposes of this paragraph
(1c)..`Insurer Defaultmeans: (A) B.AA.1 has failed to make any payillellt tinder the
Policy when due and owing in accordance with its terms: or (B) BAM shall (1)
Voluntarily commence any proceedilla or file ally petition see%lna` relief tinder the
tJnited States Bankruptcy Code or ally other Federal, state or foreign bankruptcy.
llllllar late. (11) CO11Sent t0 the institution Of or to controvert Ill a
lllsolvency or s
timely and appropriate manner, ally Stich proceedlna or the filing of ally Stich petition.
(iii) apply for or consent to the appointment of a receiver. trustee, custodian,
seguestrator or similar official for Stich party or for a substantial part of its property.
(iv) file all answer adlllittilla the material alleaatiolls of a petition filed aaaillst it ill ally
sticll proceed' g. (v) ma e a general assignment for the benefit Of Creditors, or(vi) take
action for the purpose of effectilla any of tile foreaaina: or (C) any state or federal
agency of instrumentality shall order the suspension of payments all tile Policy or shall
obtalll all order or giant approval for the rehabilitation. liquidation, conservatioli or
Insurance Law).dissolution of BAM(Including w*thout limitation trifler the New York
CR100-25-852935.v2
� . De1illltlolIS
"BI�11%2" slldll 111C(I11 Build _AI11eI'1Cd i\Itltttdl 4`sstilcillCe C'c}llllJ IIN'. of d11y' StiCCessol' tlleleto.
"Police" 311��11
llle�ll the
the sc11ec1tileCl 1����-I11e11T
�Itlllicil���l
ot� pruicipal
Bollcl II1suI'��llce Police- i��uecl ��� B:��I tllat
of and interest on the Bonds when due.
�ti�r�lltee
"SeCti1'lt�' DoCt1111e11tSsll��ll llle�ll the 1'esoltitloll. ti11SY �i�l'ee111e11T. ol'C�1I1�11Ce. la�ll
�l,ree111e11t. bo11C1. note and or ally additional or supplement�A document electited ill
Co1111eCT101] �q;'ltll the Bc\11As.
CR100-25-852935.v2
STATE OF MINNESOTA
COUNTY OF HEN NEPIN
CERTIFICATE OF COUNTY
AU DITOR/TREASURER AS TO TAX
LEVY AND REGISTRATION
I, the undersigned County Auditor/Treasurer %J 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 13, 2023, levying taxes for the payment of the City's General Obligation Bonds,
Series 2023A, issued in the original aggregate principal amount of $25I/5 00 dated as of May 111/ 20230/
has been filed in my office and said bonds have been entered on the register of obligations in my office and
that such tax has been levied as required by law.
wITNES S My hand and official seal this
(SEAL)
day of
2023.
County Auditor/Treasurer
Hennepin County, Minnesota
Deputy County Auditor
CR100-25-852935.v2
Piper Sandler & Co -Minneapolis , Mims Bid
Corcoran
$27,125,000 General Obligation Bonds, Series 2023A
For the aggregate principal amount of $27,125,000.00, we will pay you $28,374,924.94, plus accrued
interest from the date of issue to the date of delivery. The Bonds are to bear interest at the following
rate(s):
Maturity Date Amount $Coupon % Yield %Dollar Price
02/01 /2024 675M 5.0000 "12.3300 101.897
02/01 /2025 635M 5.0000 12.2300 104.651
02/01 /2026 655M 5.0000 2.150Q 107.493
02/01 /2027 680M 5.0000 J 1200 110,252
02/01 /2028 705M 5.0000 2.1300 112.825
02/01/2029 735M 5.0000 2.1400 115.322
02/01/2030 755M 5.0000 2.1400 117.814
02/01/2031 780M 5.000Q 218001 119.939 {
32/01 /2032 81 QM 5.0000 2.2200 119.625
02/01 /2033 845M 5.0000 2.2600 i 1190312
02/01 /2034 875M 4.0000 2.6900 ; 109 s 076
02/01/2035 875M 4.0000 2.8500 1 107.917
02/01 /2036 915M 4.0000 ' 3.0600 _ 106.417
02/01 /2037 955M 4.0000 3.2400 F 105.151
02/01 /2038 995M 4.0000 3.3500 104,386
02/01 /2039 1,040M 4.QQ00 ,14100 103.971
02/01 /2040 735M 4.0000 3.5200 103.216
02/01 /2041 770M 4.000Q 3.5700 102.875
02/01 /2042 805M.
.�� 4.0000 � 3.6200 102.535
02/01 /2043 845M 4.0000 3.6900 1029062
02/01 /2044
02/01 /2045
02/01 /2046
02/01 /2047
02/01 /2048 41865M 4. 0000 3.9000 100.656
02/01 /2049
02/01 /2050
02/01 /2051
02/01 /2052
02/01 /2053 61175M 4.0000 4.0000 100.000
Total Interest Cost: $18,623, 702.78
Premium: $1,249,924094
Net Interest Cost: $17, 373, 777.84
TIC: 36713605
Time Last Bid Received Qn:04/13/2023 9:59:47 CDST
This bid is a firm oner.for the
repute
the bid farm and the Notice of Sale, and is not subject to any conditions, except
Sale. By submitting this bid, we confirm that we have an established industry re
issuances of municipal bonds.
Issuer Name: City of Corcoran, MN Company Nami
Accepted By:
Accepted By:
Date: April 1;,,
Accepted By:
Date: April 13,
2023
purchase of the Bonds identified in the Notice of Sale, on the terms set forth in
as permitted by the Notice of
for underwriting new