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HomeMy WebLinkAboutResolution 2012-65 GO Equip Cert 2012AExtract of Minutes of Meeting of the City Council of the City of Corcoran, Hennepin i County, Mnnesota 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, November 8, 2012, commencing at 7:00 P.M. The following members were present: Mayor Guenthner, Councilor Asleson, Councilor Cossette, Councilor Gmach, and Councilor Milbrandt. and the following were absent: None 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 Equipment Certificates of Indebtedness, Series 2012A, to be issued in the aggregate principal amount of $410,000. The City Administrator presented a tabulation of the proposals that had been received in the manner specified in the Notice of Sale for the Certificates. The proposals are as set forth in EXHIBIT A attached. After due consideration of the proposals, Member Gmach then introduced the following written resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption: 410679v 1 MNI CR100-14 RESOLUTION N0.2012-65 A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, GG SERIES 2012A, IN THE AGREATE PRINCIPAL AMOUNT OF !410,000; FIXING THELR FORM AND SPECIFICATIONS; DIRECTING THEIR EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT BE IT RESOLVED By the City Council of the City of Corcoran, Minnesota (the "City"), as follows: Section 1. Sale of Certificates. 1.01. Authorizing Resolution. On September 13, 2012, the City Council adopted a resolution authorizing the sale of the City's General Obligation Equipment Certificates of Indebtedness, Series 2012A (the "Certificates"), in the proposed aggregate principal amount of $410,000 to finance the purchase of items of capital equipment (the "Equipment") pursuant to Minnesota Statutes, Section 410.32 and Section 412.301 (collectively, the "Act"). 1.02. Award to the Purchaser and Interest Rates. The proposal of United Bankers' Bank, Bloomington, Minnesota (the "Purchaser to purchase the Certificates is found and determined to be a reasonable offer and is accepted, the proposal being to purchase the Certificates at a price of $405,900 (par amount of $410,000, less underwriter's discount of $4,100), plus accrued interest to date of delivery, if any, for Certificates bearing interest as follows: Year 2016* 2019* Interest Rate *Term Bond True interest cost: 1.5 8 85315% Year 2022* Interest Rate 1.03. Purchase Contract. The sum of $2,050 being the amount proposed by the Purchaser in excess of $403,850, shall be credited to the Debt Service Fund hereinafter created or deposited in the Equipment Fund hereinafter created, as determined by the City Administrator in consultation with the City's financial advisor. The City Administrator is directed to retain the good faith check of the Purchaser, pending completion of the sale of the Certificates, and to return the good faith checks of the unsuccessful proposers. The Mayor and City Administrator are directed to execute a contract with the Purchaser on behalf of the City. 1.04. Terms and Principal Amounts of the Certificates. The City will forthwith issue and sell the Certificates pursuant to the Act in the total principal amount of $410,000, originally dated November 1, 2012 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 November 1 in the years and amounts as follows: 410679v1 MNI CR100-14 2 Year 2016* $160,000 2019* 120,000 *Term B and Year 2022* Amount $130,000 1.05. Optional Redemption. The City may elect on November 1, 2017, and on any day thereafter to prepay Certificates due on or after November 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Certificates of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. 1.06. Term Certificates; Mandatory Redemption. The Certificates maturing on November 1, 2016, November 1, 2019 and November 1, 2022, shall hereinafter be referred to collectively as the "Term Certificates." The principal amounts of the Term Certificates subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Certificates credited against future mandatory sinking fund redemptions of such Term Certificates in such order as the City shall determine. The Term Certificates are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: Sinking Fund Installation Date November 1, 2016 Term Certificates 2013 2014 2015 2016 (maturity) November 1, 2019 Term Certificates 2017 2018 2019 (maturity) November 1, 2022 Term Certificates 2020 2021 2022 (maturity) Princibal Amount 40,000 40,000 40,000 40,000 40,000 40,000 40,000 45,000 45,000 The specific Term Certificates to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. Section 2. Registration and Payment. 2.01. Registered Form. The Certificates will be issued only in fully registered form. The interest thereon and, upon surrender of each Certificate, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 410679v1 MNI CR100-14 3 2.02. Dates; Interest Payment Dates. Each Certificate will be dated as of the last interest payment date preceding the date of authentication to which interest on the Certificate has been paid or made available for payment, unless (1) the date of authentication is an interest payment date to which interest has been paid or made available for payment, in which case the Certificate will be dated as of the date of authentication, or (ii) the date of authentication is prior to the first interest payment date, in which case the Certificate will be dated as of the date of original issue. The interest on the Certificates is payable on November 1 and May 1 of each year, commencing November 1, 2013, to the registered owners of record thereof 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 a certificate registrar, transfer agent, authenticating agent and paying agent (the "Registrar"). The effect of registration and the rights and duties of the City and the Registrar with respect thereto are as follows: (a) Re ister. The Registrar must keep at its principal corporate trust office a certificate register in which the Registrar provides for the registration of ownership of Certificates and the registration of transfers and exchanges of Certificates entitled to be registered, transferred or exchanged. (b) Transfer of Certificates. Upon surrender for transfer of a Certificate duly endorsed by the registered owner thereof or accompanied by a written instrument of transfer, in form satisfactory to the Registrar, duly executed by the registered owner thereof or by an attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, one or more new Certificates of a like aggregate principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the fifteenth day of the month preceding each interest payment date and until that interest payment date. (c) Exchange of Certificates. When Certificates are surrendered by the registered owner for exchange the Registrar will authenticate and deliver one or more new Certificates of a like aggregate principal amount and maturity as requested by the registered owner or the owner's attorney in writing. (d) Cancellation. Certificates promptly cancelled by the Registrar and there surrendered upon transfer or exchange will be after disposed of as directed by the City. (e) Improper or Unauthorized Transfer. When a Certificate is presented to the Registrar for transfer, the Registrar may refuse to transfer the Certificate until the Registrar is satisfied that the endorsement on the Certificate or separate instrument of transfer is valid 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 Certificate is registered in the certificate register as the absolute owner of the Certificate, whether the Certificate is overdue or not, for the purpose of receiving payment of, or on account of, the principal of and interest on the Certificate and for all other purposes, and payments so made to a registered owner or upon the owner's order will be valid and effectual to satisfy and discharge the liability upon the Certificate to the extent of the sum or sums so paid. 410679v1 MNI CR100-14 q- (g) Taxes, Fees and Char es. The Registrar may impose a charge upon the owner thereof for a transfer or exchange of Certificates sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer or exchange. (h) Mutilated, Lost, Stolen or Destroyed Certificates. If a Certificate becomes mutilated or is destroyed, stolen or lost, the Registrar will deliver a new Certificate of like amount, number, maturity date and tenor in exchange and substitution for and upon cancellation of the mutilated Certificate or in lieu of and in substitution for any Certificate destroyed, stolen or lost, upon the payment of the reasonable expenses and charges of the Registrar in connection therewith; and, in the case of a Certificate destroyed, stolen or lost, upon filing with the Registrar of evidence satisfactory to it that the Certificate was destroyed, stolen or lost, and of the ownership thereof, and upon furnishing to the Registrar an appropriate certificate or indemnity in form, substance and amount satisfactory to it and as provided by law, in which both the City and the Registrar must be named as obligees. Certificates so surrendered to the Registrar will be cancelled by the Registrar and evidence of such cancellation must be given to the City. If the mutilated, destroyed, stolen or lost Certificate has already matured or been called for redemption in accordance with its terms it is not necessary to issue a new Certificate prior to payment. (i) Redemption. In the event that the Certificate is called for redemption, notice thereof identifying the Certificate 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 Certificate 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 the Certificate. The Certificate 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. Appointment of Initial Re ism tray. The City appoints Northland Trust Services, 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 the resulting business, such corporation is authorized to act as successor Registrar. The City agrees to pay the reasonable and customary charges of the Registrar for the services performed. The City reserves the right to remove the Registrar upon 30 days' notice and upon the appointment of a successor Registrar, in which event the predecessor Registrar must deliver all cash and Certificates in its possession to the successor Registrar and must deliver the certificate register to the successor Registrar. On or before each principal or interest due date, without further order of this Council, the City Clerk - Treasurer must transmit to the Registrar moneys sufficient for the payment of all principal and interest then due. 2.05. Execution, Authentication and Delivery. The Certificates will be prepared under the direction of the City Administrator and executed on behalf of the City by the signatures of the Mayor and the City Administrator, provided that all signatures may be printed, engraved or lithographed facsimiles of the originals. If an officer whose signature or a facsimile of whose signature annears on the Certificates ceases to be such officer before the delivery of any Certificate, that signature or facsimile will nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. Notwithstanding such execution, a Certificate will not be valid or obligatory for any purpose or entitled to any security or benefit under this Resolution unless and until a certificate of authentication on the Certificate has been duly executed by the manual signature of an authorized representative of the Registrar. Certificates of authentication on different Certificates need not be signed by the same 410679v1 MNI CR100-14 5 representative. The executed certificate of authentication on a Certificate is conclusive evidence that it has been authenticated and delivered under this Resolution. When the Certificates have been so prepared, executed and authenticated, the City Administrator will deliver the same to the Purchaser upon payment of the purchase price in accordance with the contract of sale heretofore made and executed, and the Purchaser is not obligated to see to the application of the purchase price. 2.06. Temporary Certificates. The City may elect to deliver in lieu of printed definitive Certificates one or more typewritten temporary Certificates in substantially the form set forth in Section 3 with such changes as may be necessary to reflect more than one maturity in a single temporary certificate. Upon the execution and delivery of definitive Certificates the temporary Certificates will be exchanged therefor and cancelled. Section 3. Form of Certificate. 3.01. Execution of the Certificates. The Certificates will be printed or typewritten in substantially the form as attached hereto as EXHIBIT B. 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 is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany each Certificate. Section 4. Payment: Security: Pledges and Covenants. 4.01. Debt Service Fund. The Certificates will be payable from the General Obligation Equipment Certificates of Indebtedness, Series 2012A Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of the ad valorem taxes hereinafter levied are pledged to the Debt Service Fund. If a payment of principal or interest on the Certificates becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the City Clerk -Treasurer will pay such principal or interest from the general fund of the City, and the general fund may be reimbursed for those advances out of the proceeds of the taxes levied by this resolution. There is appropriated to the Debt Service Fund (1) all capitalized interest financed from Certificate proceeds, if any; (11) any amount over the minimum purchase price of the Certificates paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03, if any; and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Certificates, if any. 4.02. Equipment Fund. The proceeds of the Certificates, less the appropriations made in Section 4.01 hereof, together with any other funds appropriated for the purchase of Equipment, will be deposited in a separate fund (the"Equipment Fund") to be used solely to defray expenses of the Equipment. When the Equipment is purchased and the cost thereof paid, the Equipment Fund is to be closed and any moneys remaining therein shall be transferred to the Debt Service Fund. 4.03. Pledge of Taxes. For the purpose of paying the principal of and interest on the Certificates, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the Debt Service Fund above provided and is in the years and amounts attached hereto as Exhibit C. 4.04. Debt Service Coverage. It is determined that the estimated collection of the foregoing taxes pledged pursuant to Section 4.01 hereof, will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Certificates. The tax levy herein 410679v1 MNI CR100-14 6 provided is irrepealable until all of the Certificates are paid, provided that at the time the City makes its annual tax levies, the City Administrator may certify to the County Auditor/Treasurer of Hennepin County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor/Treasurer will thereupon reduce the levy collectible during that year by the amount so certified. 4.05. Registration 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 Minnesota Statutes, Section 475.63. 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 Certificates, certified copies of proceedings and records of the City relating to the Certificates and to the financial condition and affairs of the City, and such other certificates, affidavits and transcripts as may be required to show the facts within their knowledge or as shown by the books and records in their custody and under their control, relating to the validity and marketability of the Certificates, and such instruments, including any heretofore furnished, will be deemed representations of the City as to the facts stated therein. 5.02. Certification as to Official Statement. The Mayor and City Administrator are authorized and directed to certify that they have examined the Official Statement prepared and circulated in connection with the issuance and sale of the Certificates and that to the best of their knowledge and belief the Official Statement is a complete and accurate representation of the facts and representations made therein as of the date of the Official Statement. 5.03. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount of Certificate proceeds allocable to the payment of issuance expenses (other than amounts payable to Kennedy & Graven, Chartered as Bond Counsel) to Northland Trust Services, Inc., Minneapolis, Minnesota on the closing date for further distribution as directed by the City's financial advisor, Northland Securities, Inc. Section 6. Tax Covenant. 6.01. Tax -Exempt Obli atg ions. The City covenants and agrees with the holders from time to time of the Certificates that it will not take or permit to be taken by any of its officers, employees or agents any action which would cause the interest on the Certificates to become subject to taxation under the Internal Revenue Code of 1986, as amended (the "Code"), and the Treasury Regulations promulgated thereunder, in effect at the time of such actions, and that it will take or cause its officers, employees or agents to take, all affirmative action within its power that may be necessary to ensure that such interest will not become subject to taxation under the Code and applicable Treasury Regulations, as presently existing or as hereafter amended and made applicable to the Certificates. 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 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. 6.02. No Rebate. For purposes of qualifying for the small issuer exception to the federal arbitrage rebate requirements, the City hereby fords, determines, and declares that the aggregate face amount of all tax- exempt bonds (other than private activity bonds) issued by the City and all subordinate entities of the City) 410679v1 MNI CR100-14 7 during the calendar year in which the Certificates are issued and outstanding at one time is not reasonably expected to exceed $5,000,000, all within the meaning of Section 148(fl(4)(D) of the Code. 6.03. Not Private -IVvi . Bonds. The City further covenants not to use the proceeds of the Certificates or to cause or permit them or any of them to be used, in such a manner as to cause the Certificates to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. 6.04. Qualified Tax -Exempt Obli_at�. In order to qualify the Certificates as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the following factual statements and representations: Code; Code, the City makes the (a) the Certificates are not "private activity bonds" as defined in Section 141 of the (b) the City designates the Certificates as "qualified tax-exempt obligations" for purposes of Section 265(b)(3) of the Code; (c) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2012 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2012 have been designated for purposes of Section 265(b)(3) of the Code. 6.05. Procedural Requirements. procedural requirements which may a Section Boo pply The City will use its best efforts to comply with any federal I order to effectuate the designations made by this section. System; Limited Obligation of City. 7.01. DTC. The Certificates will be initially issued in the form of a separate single typewritten or printed fully registered Certificate for each of the maturities set forth in Section 1.04 hereof. Upon initial issuance, the ownership of each Certificate will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York, and its successors and assigns ("DTC"). Except as provided in this section, all of the outstanding Certificates will be registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC. 7.02. Participants. With respect to Certificates registered in the registration books kept by the Registrar in the name of Cede & Co., as nominee of DTC, the City, the Registrar and the Paying Agent will have no responsibility or obligation to any broker dealers, banks and other financial institutions from time to time for which DTC holds Certificates as securities depository (the "Participants") or to any other person on behalf of which a Participant holds an interest in the Certificates, including but not limited to any responsibility or obligation with respect to (1) the accuracy of the records of DTC, Cede & Co. or any Participant with respect to any ownership interest in the Certificates, (11) the delivery to any Participant or any other person (other than a registered owner of Certificates, as shown by the registration books kept by the Registrar,) of any notice with respect to the Certificates, including any notice of redemption, or (iii) the payment to any Participant or any other person, other than a registered owner of Certificates, of any amount with respect to principal of, premium, if any, or interest on the Certificates. The City, the Registrar and the Paying Agent may treat and consider the person in whose name each Certificate is registered in the registration books kept by the Registrar as the holder and absolute owner of such 410679v 1 MNI CR100-14 g Certificate for the purpose of payment of principal, premium and interest with respect to such Certificate, for the purpose of registering transfers with respect to such Certificates, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Certificates only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Certificates to the extent of the sum or sums so paid. No person other than a registered owner of Certificates, as shown in the registration books kept by the Registrar, will receive a certificated Certificate evidencing the obligation of this resolution. Upon delivery by DTC to the City Administrator of a written notice to the effect that DTC has determined to substitute a new nominee in place of Cede & Co., the words "Cede & Co." will refer to such new nominee of DTC; and upon receipt of such a notice, 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 Certificates and notices with respect to the Certificates. Any Paying Agent or Registrar subsequently appointed by the City with respect to the Certificates will agree to take all action necessary for all representations of the City in the Representation letter with respect to the Registrar and Paying Agent, respectively, to be complied with at all times. 7.04. Transfers Outside Book-Entr�ystem. In the event the City, by resolution of the City Council, determines that it is in the best interests of the persons having beneficial interests in the Certificates that they be able to obtain Certificate certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Certificate certificates. In such event the City will issue, transfer and exchange Certificate Of 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 Certificates 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 Certificate 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 Certificate is registered in the name of Cede & Co., as nominee of DTC, payments with respect to principal of, premium, if any, and interest on the Certificate and all notices with respect to the Certificate will be made and given, respectively in the manner provided in DTC's Operational Arrangements, as set forth in the Representation Letter. Section 8. Continuing Disclosure. 8.01. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and City Administrator and dated the date of issuance and delivery of the Certificates, as originally executed and as it may be amended from time to time in accordance with the terms thereof. 8.02. City Compliance with Provisions of Continuing Disclosure Certificate. The City hereby covenants and agrees that it will comply with and carry out all of the provisions of the Continuing Disclosure Certificate. Notwithstanding any other provision of this Resolution, failure of the City to comply with the Continuing Disclosure Certificate is not to be considered an event of default with respect to the Certificates; however, any Certificate holder may take such actions as may be necessary and 410679v 1 MNI CR100-14 9 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 Certificates and all interest thereon, have been discharged as provided in this section, all pledges, covenants and other rights granted by this resolution to the holders of the Certificates will cease, except that the pledge of the full faith and credit of the City for the prompt and full payment of the principal of and interest on the Certificates will remain in full force and effect. The City may discharge all Certificates 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. If any Certificate 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.) 410679v1 MNI CR100-14 1 � The motion for the adoption of the foregoing resolution was duly seconded by Member Milbrandt, and upon vote being taken thereon, the following voted in favor thereof: Mayor Guenthner, Councilor Asleson, Councilor Cossette, Councilor Gmach, and Councilor Milbrall dt. and the following voted against the same: None whereupon said resolution was declared duly passed and adopted. 410679v1 MNI CR100-14 11 :UC I I�I:1 PROPOSALS TABULATION OF BIDS CITY OF C ORC GRAN, MINNE S OTA 5410,000 GENERAL OBLIGATION EQUIPMENT CERTIFICATES OF INDEBTEDNESS, SERIES 2012A A`vARD DATE OF SALE: MOODY'S UNDERLYING RATING: BIDDER UNITED BANKERS' BANK Bloomington, M1�T PRICE $405,900 THURSDAY. NOVEMBER 8, 2012 NET INTEREST COST 5I6,262.50 TRUE INTEREST COST (TIC) 1.58?73310io 1Iain Office =�� Suutli 7di Sti•eet. Siuie �000, riuuiea�c►lis, l�liiuiesota 55=�02 i�iaui O.tlice Toll Free 1-S00-851-?9?0 Iow�l Office G600 ��7estot�u Park��a�, Suite ?». Vest Des i�Iouies, Io��a SO?6G Direct 51 S G61-61 S? Fat > 1 � GG 1-6192 ���1��r.uortlilaudsectuYties.coui *Ns ieuiber FL1lR.4 and 5IPC A2 410679v1 MNI CR100-14 A-1 EXHIBIT B FORM OF CERTIFICATE No. R- UNITED STATES OF AMERICA STATE OF MINNE S O TA COUNTY OF HENNEPIN CITY OF CORCORAN GENERAL OBLIGATION EQUIPMENT CERTIFICATE OF INDEBTEDNESS, SERIES 2012A Maturi November 1, 20 Registered Owner: Cede & Co. Date of Original Issue November 1, 2012 CUSIP 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 promises to pay to the Registered Owner specified above or registered assigns, the principal sum of $ on the maturity date specified above, with interest thereon from the date hereof at the annual rate specified above, payable November 1 and May 1 in each year, commencing November 1, 2013, to the person in whose name this Certificate is registered at the close of business on the fifteenth day (whether or not a business day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by Northland Trust Services, Inc., Minneapolis, Minnesota, as Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on November 1, 2017, and on any day thereafter to prepay Certificates due on or after November 1, 2018. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Certificates of a maturity are called for redemption, the City will notify DTC 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 Certificates maturing on November 1, 2016, November 1, 2019 and November 1, 2022, shall hereinafter be referred to collectively as the "Term Certificates." The principal amounts of the Term Certificates subject to mandatory sinking fund redemption on any date may be reduced through earlier optional redemptions, with any partial redemptions of the Term Certificates credited against future mandatory sinking fund redemptions of such Term Certificates in such order as the City shall determine. The Term Certificates are subject to mandatory sinking fund redemption and shall be redeemed in part by lot at par plus accrued interest on the sinking fund installment dates and in the principal amounts as follows: 410679v1 MNI CR100-14 B-1 Sinking Fund Installation Date November 1, 2016 Term Certificates 2013 2014 2015 2016 (maturity) November 1, 2019 Term Certificates 2017 2018 2019 (maturity) November 1, 2022 Term Certificates 2020 2021 20225 (maturity) Principal Amount $40,000 40,000 40,000 40,000 $40I/ 40,000 40,000 45,000 45,000 The specific Term Certificates to be redeemed will be selected by lot by the Registrar. All prepayments will be at a price of par plus accrued interest. The City Council has designated the issue of Certificates of which this Certificate forms a part as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended (the "Code") relating to disallowance of interest expense for financial institutions and within the $10 million limit allowed by the Code for the calendar year of issue. This Certificate is one of an issue in the aggregate principal amount of $410,000 all of like original issue date and tenor, except as to number, maturity date, and interest rate, all issued pursuant to a resolution adopted by the City Council on November 8, 2012 (the "Resolution"), for the purpose of providing money to defray expenses incurred or to be incurred in purchasing various items of capital equipment, 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, Chapter 475 and Sections 412.301 and 110.32, and the principal hereof and interest hereon are payable primarily from ad valorem taxes as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Certificate 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, which taxes may be levied without limitation as to rate or amount. The Certificates of this series are issued only as fully registered Certificates in denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Certificate is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney; and may also be surrendered in exchange for Certificates of other authorized denominations. Upon such transfer or exchange the City will cause a new Certificate or Certificates to be issued in the name of the transferee or registered owner, of the same aggregate principal amount, bearing interest at the same rate and maturing on the same date, subject to reimbursement for any tax, fee or governmental charge required to be paid with respect to such transfer or exchange. 410679v 1 MNI CR100-14 B-2 The City and the Registrar may deem and treat the person in whose name this Certificate is registered as the absolute owner hereof, whether this Certificate is overdue or not, for the purpose of receiving payment and for all other purposes, and neither the City nor the 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 Certificate in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Certificate does not cause the indebtedness of the City to exceed any constitutional, statutory or charter limitation of indebtedness. This Certificate is not valid or obligatory for any purpose or entitled to any security or benefit under the Resolution until the Certificate of Authentication hereon has been executed by the Registrar by manual signature of one of its authorized representatives. IN WITNESS WI�REOF, the City of Corcoran„ Minnesota, by its City Council, has caused this Certificate to be executed on its behalf by the facsimile or manual signatures of the Mayor and City Administrator and has caused this Certificate to be dated as of the date set forth below. Dated: November 29, 2012 Mayor acsimile CITY OF CORCORAN, MINNESOTA Facsimile City Administrator CERTIFICATE OF AUTHENTICATION This is one of the Certificates delivered pursuant to the Resolution mentioned within. NORTHLAND TRUST SERVICES, INC. By Authorized Representative 410679v1 MNI CR100-14 B-3 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Certificate, 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 (cost) under Uniform Act, State of will be (Minor) Gifts or Transfers to Minors Additional abbreviations may also be used though not in the above list. ASSIGNMENT For value received, the undersigned hereby sells, the within Certificate does hereby irrevocably constitute and appoint said Certificate on the books kept for registration of the N in the premises. Dated: assigns and transfers unto and all rights thereunder, and attorney to transfer the ithin Certificate, with full power of substitution Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Certificate in every particular, without alteration or any change whatever. Signature Guaranteed: NOTICE: Signatures) must be guaranteed by a financial institution that is a member of the Securities Transfer Agent Medallion Program ("STAMP"), the Stock Exchange Medallion Program ("SEMP"), the New York Stock Exchange, Inc. Medallion Signatures Program ("MSP") or other such "signature guarantee program" as may be determined by the Registrar in addition to, or in substitution for, STAMP, SEMP or MSP, all in accordance with the Securities Exchange Act of 1934, as amended. The Registrar will not effect transfer of this Certificate unless the information concerning the assignee requested below is provided. 410679v1 MNI CR100-14 B-4 Name and Address: (Include information for all joint Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION owners if this The ownership of the principal of and interest on the within Certificate has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Registered Owner Cede & Co. Federal ID #13-2555119 Signature of Officer of Re is trar 410679v1 MNI CR100-14 B-S EXHIBIT C TAX LEVY SCHEDULE YEAR * TAX LEVY 2012 $47,055.75 2013 46,782.75 2014 46,509.75 2015 46,236075 2016 45,963075 2017 45,438.75 2018 44,913.75 2019 44,388.75 2020 48,903.75 2021 48,076.88 * Year tax levy collected. 410679v 1 N NI CR10044 G i STATE OF MINNESOTA ) COUNTY OF HENNEPIN CITY OF CORCORAN ) I, the undersigned, being the duly qualified and acting City Administrator of the City of Corcoran, Minnesota (the "City"), do hereby certify that I have carefully compared the attached and foregoing extract of minutes of a regular meeting of the City Council of the City held on November 8, 2012, 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 the City's General Obligation Equipment Certificates of Indebtedness, Series 2012A, in the aggregate principal amount of $410,000. WITNESS My hand officially as such City Administrator and the corporate seal of the City this 8th day of November, 2012. (SEAL) 410679v1 MNI CR100-14 STATE Ur MINNE S O TA COUNTY OF HENNEPIN CERTIFICATE OF COUNTY AUDITOR/TREASURER AS TO TAX LEVY AND REGISTRATION I, the undersigned County Auditor/Treasurer of Hennepin County, Minnesota, hereby certify that a certified copy of a resolution adopted by the governing body of the City of Corcoran, Minnesota (the "City"), on November 8, 2012, levying taxes for the payment of the City's General Obligation Equipment Certificates of Indebtedness, Series 2012A, issued in the aggregate principal amount of $410,000 and dated November 1, 2012, has been filed in my office and said Certificates have been register of obligations in my office and that such tax has been levied as required by law. WITNESS My hand and official seal this day of November, 2012. County Auditor/Treasurer Hennepin County, Minnesota Deputy entered on the 410679v1 MNI CR100-14