HomeMy WebLinkAboutResolution 2014-44 - Approving GO Utility Bond SaleExtract 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, July 24, 2014,
commencing at 7:00 P.M.
The following members were present: Guenther, Asleson, Cossette, Lynch, Thomas;
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 $3,130,000 General Obligation Utility Revenue Bonds,
Series 2014B.
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 attached hereto as EXHIBIT A.
After due consideration of the proposals, Member Cossette then introduced the following written
resolution, the reading of which was dispensed with by unanimous consent, and moved its adoption:
446486v2 MNl CR100 -16
RESOLUTION NO. 2014-44
A RESOLUTION AWARDING THE SALE OF $391309000
GENERAL OBLIGATION UTILITY REVENUE BONDS, SERIES
2014B; 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, Hennepin County, Minnesota
(the "City "), as follows:
Section 1. Sale of Bonds.
1.01. Authorization. Pursuant to Minnesota Statutes, Section 444.075 and Chapter 475, as
amended (together, the "Act "), the City is authorized to issue obligations in order to undertake the
construction of various water and sewer improvements within the City and to fund certain costs of
improvements to the public works building within the City (the "Project "). The City has previously
authorized the issuance of its General Obligation Utility Revenue Bonds, Series 2014B (the "Bonds ") by
a Resolution adopted on July 10, 2014.
1.02. Award to the Purchaser and Interest Rates. The proposal of Robert W. Baird & Co., Inc.
as syndicate manager (the "Purchaser ") to purchase the Bonds of the City is found and determined to be a
reasonable offer and is accepted, the proposal being to purchase the Bonds at a price of $3,097,376.25
(par amount of $3,130,000.00, plus original issue premium of $48,464.60, less original issue discount of
$21,274.05, less underwriter's discount of $59,814.30), for Bonds bearing interest as follows:
Year
Interest Rate
Year
Interest Rate
2016
2.000%
2023
3.000%
2017
2.000
2024
3.000
2018
2.000
2026*
3.000
2019
2.000
2028*
3.000
2020
2.000
2030*
3.250
2021
3.000
2032*
3.375
2022
3.000
2035*
3.625
*Term Bond
True interest cost: 3.2984681 %
1.03. Purchase Contract. Any original issue premium and any rounding amount 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 municipal 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 $3,130,000, originally dated August 1, 2014, 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:
446486v2 MNI CR100 -16 2
Year
Amount
Year
Amount
2016
$85,000
2023
$145,000
2017
135,000
2024
155,000
2018
135,000
2026*
325,000
2019
135,000
2028*
335,000
2020
140,000
2030*
355,000
2021
140,000
2032*
345,000
2022
145,000
2035*
555,000
*Term Bond
1.05. Optional Redemption. The City may elect on February 1, 2022, and on any day
thereafter to prepay Bonds due on or after February 1, 2023. 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, 2026,
February 1, 2028, February 1, 2030, February 1, 2032, and February 1, 2035, 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:
446486v2 MN1 CR100 -16 3
Sinking Fund Installation Date Principal Amount
February 1, 2026 Term Bonds
2025 160,000
2026 (maturity) 165,000
February 1, 2028 Term Bonds
2027 165,000
2028 (maturity) 170,000
February 1, 2030 Term Bonds
2029 175,000
2030 (maturity) 180,000
February 1, 2032 Term Bonds
2031 1701000
2032 (maturity) 175,000
February 1, 2035 Term Bonds
2033 180,000
2034 185,000
2035 (maturity) 190,000
The specific Term Bonds 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 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 (i) 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 (ii) 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 will be payable on February 1 and
August I of each year, commencing August 1, 2015, 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 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:
(a) Re ig ster. The Registrar must 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.
446486v2 MNI CR100 -16 4
(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.
(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 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 a 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.
(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
446486v2 MNI CR 100 -16 5
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
registered owners, 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 Registrar. The City appoints Northland Trust Services, Inc.,
Minneapolis, Minnesota. 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 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 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 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 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 a 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 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 EXHIBIT B attached hereto
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.
3.01. Execution of Bonds. The Bonds will be printed or typewritten in substantially the form
attached hereto as EXHIBIT B.
3.02. Approving Legal Opinion. The City Administrator will 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 will cause the opinion to be printed on or accompany each Bond.
446486v2 MNI CR 100 -16 6
Section 4. Payment; Security; Pledges and Covenants.
4.01. Debt Service Fund. (a) The City will continue to operate its Utility Fund to which will be
credited all gross revenues of the water and sewer system and out of which will be paid all normal and
reasonable expenses of current operations of the water and sewer system. Any balances therein are
deemed "Net Revenues" and will be transferred, from time to time, to a General Obligation Utility
Revenue Bonds, Series 2014B Debt Service Fund (the "Debt Service Fund ") hereby created, which fund
will be used only to pay principal of and interest on the Bonds and any other bonds similarly authorized.
There will always be retained in the Debt Service Fund a sufficient amount to pay principal of and interest
on all the Bonds, and the City Administrator must report any current or anticipated deficiency in the Debt
Service Fund to the City Council. There is appropriated to the Debt Service Fund (i) capitalized interest
financed from Bond proceeds, if any; (ii) any amount 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 1.03; and (iii) the accrued interest paid by the Purchaser upon closing and delivery of the Bonds,
if any.
4.02. Construction Fund. The proceeds of the Bonds, less the appropriations made in
Section 4.01, together with any other funds appropriated during the construction of the Project financed
by the Bonds, will be deposited in a separate construction fund (the "Construction Fund ") maintained by
the City 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. When the Project is completed
and the cost thereof paid, the Construction Fund is to be closed and any balance therein is to be deposited
in the Debt Service Fund.
4.03. City Covenants. The City Council covenants and agrees with the holders of the Bonds
that so long as any of the Bonds remain outstanding and unpaid, they will keep and enforce the following
covenants and agreements:
(a) The City will continue to maintain and efficiently operate the water and sewer
system as public utilities and conveniences free from competition of other like municipal utilities
and will cause all revenues therefrom to be deposited in bank accounts and credited to the water
and sewer system accounts as hereinabove provided, and will make no expenditures from those
accounts except for a duly authorized purpose and in accordance with this resolution.
(b) The City will also maintain the Debt Service Fund as a separate account in the
Utility Fund and will cause money to be credited thereto from time to time, out of net revenues
from the water and sewer system in sums sufficient to pay principal of and interest on the 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 and sewer 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 and sewer
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 the water and sewer system to be
deposited in a bank whose deposits are guaranteed under the Federal Deposit Insurance Law.
446486v2 MNI CR100 -16 7
(e) The Council will keep the water and sewer 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 and sewer system as required by law.
(g) The City will impose and collect charges of the nature authorized by Minnesota
Statutes, Section 444.075 at the times and in the amounts required to produce, net revenues
adequate to pay all principal and interest when due on the Bonds and to create and maintain such
reserves securing said payments as may be provided in this resolution.
(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.
4.04. Net Revenue Pledge. It is hereby determined that the estimated collection of Net
Revenues from the water system and sewer system for the payment of principal of and interest on the
Bonds will produce at least five percent in excess of the amount needed to meet, when due, the principal
and interest payments on the Bonds and that no tax levy is needed at this time.
4.05. Certificate of County Auditor/Treasurer as to Registration. The City Administrator is
authorized and directed to file a certified copy of this resolution with the County Auditor/Treasurer of
Hennepin County, Minnesota, and to obtain the certificate required by Section 475.63 of the Act.
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, will
be deemed representations of the City as to the facts stated therein.
5.02. Certification as to Official Statement. The Mayor and Administrator of the City 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. Other Certificates. The Mayor and City Administrator 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 shall also execute
and deliver to the Purchaser a suitable certificate as to absence of material litigation, and the
Administrator shall also execute and deliver a certificate as to payment for and delivery of the Bonds.
5.04. Payment of Costs of Issuance. The City authorizes the Purchaser to forward the amount
446486v2 MNI CR 100 -16 8
of Bond proceeds allocable to the payment of issuance expenses to Northland Trust Services, Inc.,
Minneapolis, Minnesota on the closing date for further distribution as directed by the City's municipal
advisor, Northland Securities, Inc.
Section 6. Tax Covenant.
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.
6.02. No Rebate Required. (a) The City will comply with 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, and the rebate
of excess investment earnings to the United States.
(b) For purposes of qualifying for the small- issuer exception to the federal arbitrage rebate
requirements, the City 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 is not reasonably expected to exceed $5,000,000,
within the meaning of Section 148(f)(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.
6.04. Qualified Tax- Exempt Obligations. 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 are not qualified 501(c)(3) bonds) which will be issued by the City (and all
subordinate entities of the City) during calendar year 2014 will not exceed $10,000,000; and
(d) not more than $10,000,000 of obligations issued by the City during calendar year
2014 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 -Ent!y System; Limited Obligation of City.
446486v2 MNI CRI00 -16 9
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
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 (i) the accuracy of the records of DTC, Cede & Co. or any
Participant with respect to any ownership interest in the Bonds, (ii) 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 Bond, 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 shall 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 certificate, 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 owner 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.
446486v2 MN CR100 -16 10
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.
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 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.
8.03. Limited Continuing Disclosure. In order to qualify the Bonds for limited continuing
disclosure under paragraph (d)(2) of Securities and Exchange Commission Rules, Section 15c2 -12 (the "SEC
Rule "), the City makes the following factual statement and representation: as of the date of delivery of the
Bonds, the City will not be an obligated person (as defined in paragraph (f) of the SEC Rule) with respect to
more than $10,000,000 in aggregate amount of outstanding municipal securities, including the Bonds and
excluding municipal securities that were exempt from the SEC Rule pursuant to paragraph (d)(1) thereof.
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.)
446486v2 MN CR100 -16
The motion for the adoption of the foregoing resolution was duly seconded by Member Asleson,
and upon vote being taken thereon, the following voted in favor thereof:
Guenther, Asleson, Cossette, Lynch, Thomas;
and the following voted against the same:
none;
whereupon said resolution was declared duly passed and adopted.
446486v2 MNI CR100 -16 12
EXHIBIT A
NORTHLAND SECURITIES
TABULATION OF BIDS
CITY OF CORCORAN, MINNESOTA
$3,130,000t
GENERAL OBLIGATION UTILITY REVENUE BONDS, SERIES 2014B
AWARD: ROBERT W. BAIRD & CO., INC
DATE OF SALE: THURSDAY, JULY 24, 2014
MOODY' S: "Al"
PIPER JAFFRAY _ X3,166,206.00 $1,281,056.50 3.3955293%
Minneapolis, MN
t Subsequent to bid opening the par amount was reduced from $3,140,000 to $3,130,000. The adjusted purchase price is $3,097,376.25
and the adjusted TIC is 3.2984681 %.
Main Office 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402 Main Office Toll Free 1- 800 -851 -2920
Iowa Offfoe 6600 Westown Parkway, Suite 255, West Des Moines, Iowa 50266
www.northl andsecunitim com
Member FINRA and SIPC
446486v2 MNI CR100 -16 A -]
TRUE
PURCHASE
NET INTEREST
BIDDER PRICE
INTEREST COST COST (TIC)
ROBERT W. BAIRD & CO., INC. $3,107,012.85
$1,229,512.15 3.3003060%
Milwaukee, WI
Syndicate: C.L. King & Associates WMBE, Davenport
& Co. L.L.C., WNJ Capital, Loop Capital Markets,
Isaak Bond Investments, Inc., Vining- Sparks IBG,
Limited Partnership, Ross, Sinclaire &Associates, LLC,
Duncan - Williams, Inc., Castle0ak 'Securities, L.P., ,
Country Club Bank, Cronin & Co., Inc., Oppenheimer
& Co., Bernardi Securities, Inc., SumRidge Partners,
Costal Securities, Inc., SAMCO Capital Markets, Crews
& Associates, Inc., Dougherty & Company, LLC, and
United Bankers Bank
PIPER JAFFRAY _ X3,166,206.00 $1,281,056.50 3.3955293%
Minneapolis, MN
t Subsequent to bid opening the par amount was reduced from $3,140,000 to $3,130,000. The adjusted purchase price is $3,097,376.25
and the adjusted TIC is 3.2984681 %.
Main Office 45 South 7th Street, Suite 2000, Minneapolis, Minnesota 55402 Main Office Toll Free 1- 800 -851 -2920
Iowa Offfoe 6600 Westown Parkway, Suite 255, West Des Moines, Iowa 50266
www.northl andsecunitim com
Member FINRA and SIPC
446486v2 MNI CR100 -16 A -]
EXHIBIT B
FORM OF BOND
No. R- UNITED STATES OF AMERICA $
STATE OF MINNESOTA
COUNTY OF HENNEPIN
CITY OF CORCORAN
CITY OF CORCORAN, MINNESOTA
GENERAL OBLIGATION UTILITY REVENUE BOND
SERIES 2014B
Date of
Rate Maturily Original Issue CUSIP
February 1, 20_ August 1, 2014
Registered Owner: Cede & Co.
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
of $3,130,000 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, 2015,
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, 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, 2022, and on any day thereafter to prepay Bonds due on or
after February 1, 2023. 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, 2026, February 1, 2028, February 1, 2030, February 1, 2032,
and February 1, 2035, 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:
446486v2 MNl CR100 -16 B -I
Sinking Fund Installation Date Principal Amount
February 1, 2026 Term Bonds
2025 160,000
2026 (maturity) 165,000
February 1, 2028 Term Bonds
2027 165,000
2028 (maturity) 170,000
February 1. 2030 Term Bonds
2029 175,000
2030 (maturity) 180,000
February 1, 2032 Term Bonds
2031 170,000
2032 (maturity) 175,000
February 1, 2035 Term Bonds
2033 180,000
2034 185,000
2035 (maturity) 190,000
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 $3,130,000 all of like original
issue date and tenor, except as to number, maturity date, amount, redemption privilege, and interest rate,
all issued pursuant to a resolution adopted by the City Council on July 24, 2014 (the "Resolution "), for
the purpose of providing money to aid in financing the construction of various water and sewer
improvements within the City and to fund certain costs of improvements to the public works building
within the City, pursuant to and in full conformity with the Constitution, laws of the State of Minnesota,
and Home Rule Charter of the City, including Minnesota Statutes, Section 444.075, and Minnesota
Statutes, Chapter 475, as amended. The principal of and interest on the Bonds of this issue are payable
primarily from net revenues of the water and sewer system of the City in a special debt service fund 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 ad valorem taxes on all taxable property in the City in the
event of any deficiency in 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.
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 plant and sewer system free
from competition by other like municipal utilities; that adequate insurance on said plant and 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 Utility Fund, into which it will pay all of the
446486v2 MNI CR100 -16 B -2
gross revenues from the water and sewer system; that it will also create and maintain a General
Obligation Utility Revenue Bonds, Series 2014B Debt Service Fund, into which it will pay, out of the net
revenues from the water and sewer system a sum sufficient to pay principal hereof and interest thereon
when due; and that it will provide, by ad valorem tax levies, for any deficiency in required net water and
sewer system revenues.
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 Constitution, laws of the State of Minnesota and Home Rule Charter
of the City 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 or 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 Registrar by
manual signature of one of its authorized representatives.
IN WITNESS WHEREOF, the City of Corcoran, 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 City
Administrator and has caused this Bond to be dated as of the date set forth below.
Dated: August 1, 2014
CITY OF CORCORAN, MINNESOTA
(Facsimile) (Facsimile)
Mayor City Administrator
446486v2 MNI CR100 -16 B -3
CERTIFICATE OF AUTHENTICATION
This is one of the Bonds delivered pursuant to the Resolution mentioned within.
NORTHLAND TRUST SERVICES
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
(Crust) (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 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.
446486v2 MN CR100 -16 B -4
Signature Guaranteed:
NOTICE: Signature(s) 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
held 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
446486v2 MNI CR100 -16 B -5
Signature of
Officer of Re isg tray
STATE OF MINNESOTA )
COUNTY OF HENNEPIN ) SS.
CITY OF CORCORAN )
I, the undersigned, being the duly qualified and acting City Clerk 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 July 24, 2014, 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 $3,130,000 General Obligation Utility Revenue Bonds,
Series 2014B.
WITNESS My hand officially as such City Clerk and the corporate seal of the City this 24'h day
of July, 2014.
1 Clerk
orcoran, Minnesota
(SEAL)
446486vl MNI CR100 -16