HomeMy WebLinkAboutResolution 2012-66 GO CIP Bonds 2012BExtract 01 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, 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 Capital Improvement Plan Bonds,
Series 2012B, to be issued in the aggregate principal amount of $4,000,000.
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
ITIVREVe MIS
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:
412877v1 MNI CR100-14
RESOLUTION 110.2012-66
A RESOLUTION AWARDING THE SALE OF GENERAL OBLIGATION CAPITAL
IMPROVEMENT PLAN BONDS, SERIES 2012B9 IN THE AGGREGATE PRINCIPAL
AMOUNT OF $4,000,000; FIXING THEIR 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 Bonds.
1.01. Authorizing Resolution. On September 13, 2012, the City Council adopted a resolution
authorizing the sale of the City's General Obligation Capital Improvement Plan Bonds, Series 2012B (the
"Bonds" ), in the proposed aggregate principal amount of $4,000,000 to finance the cost of the
construction and equipping of a public works facility in the City (the "Project") pursuant to Minnesota
Statutes, Section 475.521 (collectively, the "Act").
1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Co., Inc.
— Milwaukee, Wisconsin (the "Purchaser"), to purchase the Bonds is found and determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $3,960,63 5.40
(par amount of $4,000,000, plus a premium of $26,660.40, less underwriter's discount of $66,025.00),
plus accrued interest to date of delivery, if any, for Bonds bearing interest as follows:
Year Interest Rate Year Interest Rate
2015 2.00% 2025 * 2.00%
2016 2000 2027* 2015
2017 2.00 2029 * 2030
2018 2000 2032* 2050
2019 2000 2034* 3.00
2020 2000 2036* 3.00
2021 2000 203 8 * 3.00
2023* 2000
*Term Bonds
True interest cost: 2.6781585%
1.03. Purchase Contract.
The sum of $8,635.40 being the amount proposed by the Purchaser in
excess of $3,952,000, shall be credited to the Debt Service Fund hereinafter created or deposited in the
Construction 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 Bonds, 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 Bonds. The City will forthwith issue and sell the
Bonds pursuant to the Act in the total principal amount of $4,000,000, 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 February 1 in the years and amounts as follows:
412877v1 MNI CR100-14 2
Year Amount Year Amount
2015 $40,000 2025 * $325,000
2016 40,000 2027* 34500
2017 80,000 2029* 36500
2018 65,000 2032* 605,000
2019 12500 2034* 440NO
2020 1301000 2036* 470,000
2021 15 0,000 203 8 * 515,000
2023 * 3 05,000
*Term Bond
1.05. Optional Redemption. The City may elect on February 1, 2021, and on any day
thereafter to prepay Bonds due on or after February 1, 2022. 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.
1.06. Term Bonds; Mandatory Redemption. The Bonds maturing on February 1, 2023,
February 1, 2025, February 1, 2027, February 1, 2029, February 1, 2032, February 1, 2034, February 1,
036 and February 1, 2038 shall hereinafter be referred to collectively as the "Term Bonds." The
principal amounts 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 Bonds in such order as the City shall
determine. The Term Bonds 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
February 1,2023 Term Bonds
2022
2023 (maturity)
February 1, 2025 Term Bonds
2024
2025 (maturity)
Feb
11 2027 Term Bonds
2026
2027 (maturity)
February 1, 2029 Term Bonds
2028
2029 (maturity)
February 1, 2032 Term Bonds
2030
Principal Amount
$150,000
155,000
160,000
165,000
$170,000
175,000
i:1 111
' 111
$195,000
412877v1 MNI CR100-14 3
2031
2032 (maturity)
February 1, 2034 Term Bonds
2033
2034 (maturity)
February 1, 2036 Term Bonds
2035
2036 (maturity)
February 1, 2038 Term Bonds
2037
2038 (maturity)
200,000
210NO
$215,000
2251000
$23 0,000
240,000
$250,000
265,000
The specific Term Bonds to be redeemed will be selected by lot by the Bond Registrar. All prepayments
will be at a price of par plus accrued interest.
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 August 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
2.03. Registration. The City will appoint a 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 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 Bond 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.
412877v 1 MNI CR100-14 4
(c) Exchange of Bonds. When 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. Bonds surrendered upon 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 registered in the 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 Charles. 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
destroyedI 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 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. 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.
(i) Redemption. In the event that the Bond is called for redemption, notice thereof
identifying the Bond 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 the Bond. The Bond 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 Registrar. 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 the resulting businesssuch corporation i , s authorized to act as successor Registrar. The
412877v1 MNI CR100-14 5
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 Bonds in its
possession to the successor Registrar and must deliver the 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 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 all 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. Bonds 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 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 Bonds. The City may elect to deliver in lieu of printed definitive Bonds one
or more typewritten temporary Bonds 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 bond. Upon the execution and
delivery of definitive Bonds the temporary Bonds will be exchanged therefor and cancelled.
Section 3. Form of Bond.
Al
Execution of the Bonds. The Bonds will be printed or typewritten in substantially the
form as attached hereto as EXHIBIT B .
3.02. Approving Le ag 1 Opinion. The City Administrator is authorized and directed to obtain a
copy of the proposed approving legal opinion of Kennedy &Graven, Chartered, Minneapolis, Minnesota,
which is to be complete except as to dating thereof
accompany each Bond
Section 4.
and to cause the opinion to be printed on or
Payment: Security: Pledges and Covenants.
4.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation Capital
Improvement Plan Bonds, Series 2012B Debt Service Fund (the "Debt Service Fund")hereby created, and the
proceeds of the ad valorem taxes hereinafter levied are hereby pledged to the Debt Service Fund. If a
payment of principal or interest on the Bonds 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 will be reimbursed for those advances out of the proceeds of the taxes
levied by this resolution, when collected. There is appropriated to the Debt Service Fund (1) capitalized
interest financed from Bond proceeds, (11) any amount over the minimum purchase price paid by the
Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 1.03; and
(iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds, if any.
412877v1 MNI CR100-14 6
(b) Construction Fund. The proceeds of the Bonds, less the appropriations made in paragraph
(a), together with any other funds appropriated for the Project and Taxes collected during the construction of
the Project will be deposited in a separate construction fund (which may contain separate accounts for each
Project) (the "Construction Fund") to be used solely to defray expenses of the Project and the payment of
principal and interest on the Bonds prior to the completion and payment of all costs of the Project. Any
balance remaining in the Construction Fund after completion of the Project may be used to pay the cost in
whole or in part of any other capital improvement instituted under the Act. When the Project is completed
and the cost thereof paid, the Construction Fund is to be closed and subsequent collections of Taxes for the
Project are to be deposited in the Debt Service Fund.
4.03. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds,
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 Bonds. The tax levy herein provided
is irrepealable until all of the Bonds 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 Adm
certified copy of this resolution with the County Auditor/
by Minnesota Statutes, Section 475.63.
Section 5.
Authentication of Transcript.
inistrator is authorized and directed to file a
Treasurer and to obtain the certificate required
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 Bonds, 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, 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 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.
5.03.
Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
of Bond 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.
412877v1 MNI CR100-14 �
Section 6. Tax Covenant.
6.01. Tax -Exempt Obli ations. 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 Code, including without limitation requirements relating to
temporary periods for investments, limitations on amounts invested at a yield greater than the yield on the
Bonds.
6.02. No Rebate. For purposes of qualifying for the small issuer exception to the federal arbitrage
rebate requirements, the City hereby finds, 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)
during the calendar year in which the Bonds 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 Activity Bonds. The City further covenants not to use the proceeds of 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.
(qualified Tax -Exempt Obli ations. In order to qualify the Bonds as "qualified
tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code, the City makes the
following factual statements and representations:
(a) the Bonds are not "private activity bonds" as defined in Section 141 of the Code;
(b) the City designates the Bonds 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. 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.
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 1.04 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
412877v1 MNI CR100-14 8
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.
Representation Letter. The City has heretofore executed and delivered to DTC a Blanket
Issuer Letter %J 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 S. stem. 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 Bonds 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
respect to principal of, premium, if any, and interest on the Bond and all 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.
412877v1 MNI CR100-14 9
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 Bonds, 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 Continui
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 Bond holder may take such actions as may be necessary and appropriate,
including seeking mandate or specific performance by court order, to cause the City to comply with its
obligations under this section.
Section 9. Defeasance. When all Bonds 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
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 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 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.)
412877v1 MNI CR100-14 10
The motion for the adoption of the foregoing resolution was duly seconded by Member
Mllbrandt, 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.
412877v1 MNI CR100-14 11
EXHIBIT A
PROPOSALS
TABULATION OF BIDS
CITY OF CORCORAN. I�'I�CNNESOTA
$4,000,000
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2012B
AWARD
DATE OF SALE:
MOODY'S UI�DERLYING RATING:
BIDDER
ROBERT �V. BAIRD & CO., II��C.
Mil«raukee. �'�jI
tm�ITED BAIKERS' BANK
Bloomington, MIST
Kansas City, MO
RAYMOND DAMES &ASSOCIATES, INC.
Memphis, TN
ROBERT ���. BAIRD & CO., INC.
THURSDAY, I��OVENIBER 8, 2012
TRUE
PURCI-IASE NET INTEREST
PRICE NTEREST COST COST (TIC'
$3,960,635.40 'Cl ,740,881.48 ?.6771563C0
$3,952,000.00 $1,806,113.75 2.7663567° o
$3,962,875.55 $1,839,194.76 2.8256527°�0
$4,038,560.45 $2,247,812.99 3.3856294%
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'� Syndicate group includes: C.L. King � Associates ��TMBE, Coastal Securities, Inc., SAMCO Capital Markets, Loop
Capital Markets, Edward D. Jones & Co., Croiun & Co., Illc., Kildare Capital, Crews &Associates, Inc., Davenport & Co.
`VedbuSh Securities Inc., Country Club Bank, Advisors Asset Management, Ross, Sinclaire &Associates, LLC,
Castle0ak Securities, L.P., and hicapital, LLC.
�1aln Office =tS South 7th Street. State 2000, RIuuieapolis, l�liiutesota 55�0� �iaitt Office Toll Free 1-500-8� 1-�920
Io�ra Office 6600 �'estonu Par�-�vay, State ���, �i'est Des �-ioii;ea, Iottia SU2GG Direct �15 661-G182 Fa151� 661-6192
�����v.uortltlwdsectuities.com
Member
FLVRA and SIPC
412877v 1 MNI CR100-14 A-1
_ _ 9
_
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF CORCORAN
GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND
Maturi
February 1, 20
Registered Owner: Cede & Co.
SERIES 2012B
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 February 1 and August 1 in each year, commencing August 1, 2013,
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 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, 2021, and on any day thereafter to prepay Bonds due on or
after February 1, 2022. 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 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, 2023, February 1, 2025, February 1, 2027, February 1, 2029,
February 1, 2032, February 1, 2034, February 1, 2036 and February 1, 2038 shall hereinafter be referred
to collectively as the "Term Bonds." The principal amounts 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 Bonds in such order as the City shall determine. The Term Bonds 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:
412877v l MNI CR100-14 B-1
Sinkinia Fund Installation Date
February 1, 2023 Term Bonds
2022
2023 (maturity)
February 1, 2025 Term Bonds
2024
2025 (maturity)
February 1, 2027 Term Bonds
2026
2027 (maturity)
Feb
1, 2029 Term Bonds
2028
2029 (maturity)
February 1, 2032 Term Bonds
2030
2031
2032 (maturity)
February 1, 2034 Term Bonds
2033
2034 (maturity)
February 1
203 5
2036 Term Bonds
2036 (maturity)
February 1, 2038 Term Bonds
2037
038 (maturity)
Principal Amount
$150,000
155,000
$160,000
165)000
$170,000
175,000
$180,000
185)000
$195,000
200,000
210,000
$215,000
225,000
$23 0,000
240,000
$250,000
265,000
The specific Term Bonds to be redeemed will be selected by lot by the Bond Registrar. All prepayments
will be at a price of par plus accrued interest.
The City Council has designated the issue of Bonds of which this Bond 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 Bond is one of an issue in the aggregate principal amount of $4,000,000 all of like original
issue date and tenor, except as to number, maturity date, redemption privilege, 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 the expenses incurred and to be incurred in making certain capital
improvements, pursuant to and in full conformity with the Constitution and laws of the State of
Minnesota, including Minnesota Statutes, section 475.521, and the principal hereof and interest hereon
are payable 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
412877v1 MNI CR100-14 B-2
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 taxes 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 the 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 Bond 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 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 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 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 %J Authentication hereon has been executed by the Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Corcoran„ Minnesota, by its City C
Bond to be executed on its behalf by the facsimile or manual signatures of
Administrator and has caused this Bond to be dated as of the date set forth below.
Dated: November 29, 2012
Mayor
acsi liiie
lhd h
ounci, as causetis
the Mayor and City
CITY OF CORCORA.N, MINNESOTA
� 1' Q1�J111111G
Clty AdminlStrator
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
412877v1 MNI CR100-14 B-3
NORTHLAND TRUST SERVICES, INC.
B
Authorized Representative
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
(cult)
under Uniform
Act, State of
(Minor)
Gifts or Transfers to Minors
Additional abbreviations may also be used though not in the above list.
For value received, the undersigned hereby sells, assigns and transfers unto
the within Bond and all rights thereunder, and does
hereby irrevocably constitute and appoint attorney to transfer the said
Bond on the books kept for registration of the within Bond, with full power of substitution in the
premises.
Dated:
Notice: The assignor's signature to this assignment must correspond with the name as it
appears upon the face of the within Bond in every particular, without alteration or
any change whatever.
Signature Guaranteed:
412877v1 MNI CR100-14 B-4
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.
Name and Address:
(Include information for all joint owners if this Bond is
heId by joint account.)
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
Registered Owner
Cede & Co.
Federal ID #13-2555119
Signature of
Officer of Registrar
412877v1 MNI CR100-14
B-5
v IMIA1.63MALIN'
TAX LEVY SCHEDULE
YEAR * TAX LEVY
2013 $51,915.92
2014 145,831.88
2015 144,991.88
2016 1861151088
2017 168,721.88
2018 230,356.88
2019 232,981.88
2020 251,251.88
2021 248)101.88
2022 250,201.88
2023 252,196.88
2024 254,086.88
2025 255,871.88
2026 257,284.13
2027 258,583.50
2028 25%486.50
2029 2655518.75
2030 265,650.00
2031 270,900.00
2032 270,637.50
2033 274,365.00
2034 272,527.50
2035 275,782.50
2036 278,722.50
2037 286,597.50
* Yeas tax levy collected.
412877v1 MNI CR100-14 C-1
STATE OF MINNESOTA
COUNTY OF HENNEPIN )Ss.
CITY OF CORCORAN
I, the undersigned, being the duly qualified and acting City Administrator of the City of Carcaran,
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, 2Q12, with
the original minutes an 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 Cbligatian Capital Improvement Plan
hands, Series 2Q i 2B, in the aggegate principal amount of �4,Q4Q,QQ4.
i�ITi�IESS Icy hand officially as such City Administrator and the corporate seal of the City this
8th day of November, 2U 12.
pity Administrator
Corcoran, Minnesota
4128??vl MNl CRi4Q-14
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CERTIFICATE OF COUNTY
AUDITOR/TREASLTRER 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 Capital
Improvement Plan Bonds, Series 2012B, issued in the aggregate principal amount of $4,000,000 and
dated November 1, 2012, 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.
WITNESS My hand and official seal this
�sEat,�
day of November, 2012.
County Auditor/Treasurer
Hennepin County, Minnesota
Deputy
412877v1 MNI CR100-14