HomeMy WebLinkAboutResolution 2020-65 Providing for Issuance and Sale of Bonds Series 2020BExtract of Minutes of Meeting
of the City Council of the City
of Corcoran, Hennepin County, Minnesota
Pursuant to due call and notice thereof a regular meeting of the City Council of the City of
Corcoran, Hennepin County, Minnesota, was duly held by telephone or other electronic means on Thursday,
August 27, 2020, commencing at 7:00 P.M. The teleconference was held in accordance with Minnesota
Statutes, Section 13 D . 021.
The following members of the Council were present: Anderson, Bottema, Locher, and Schultz
and the following were absent: Thomas
The following resolution was presented by Councilmember Schultz who moved its adoption:
RESOLUTION NO. 2020-65
RESOLUTION PROVIDING FOR THE ISSUANCE AND SALE OF
APPROXIMATELY $3,455,000 GENER:.AL OBLIGATION CAPITAL IMPROVEMENT PLAN
REFUNDING BONDS, SERIES 2020B
BE IT RESOLVED By the City Council (the "City Council") of the City of Corcoran, Hennepin
County, Minnesota (the "City") as follows:
1. Authorization.
(a) The City previously issued its General Obligation Capital Improvement Plan Bonds,
Series 2012B (the "Prior Bonds"), dated November 1, 2012, in the original aggregate principal amount of
$4,000,000, pursuant to Minnesota Statutes, Chapter 475, as amended, including Minnesota Statutes,
Section 475.521 (collectively, the "Act"). Proceeds of the Prior Bonds were used to finance the cost of the
construction and equipping of a public works facility in the City. The Prior Bonds are currently outstanding
in the principal amount of $3,520,000, of which $3,370,000 in principal amount is callable on or after
February 1, 2021.
(b) The City is authorized by Section 475.67, subdivision 3 of the Act to issue and sell its
general obligation bonds to refund obligations and the interest thereon before the due date of the obligations,
CR100-21-669086.v3
if consistent with covenants made with the holders thereof, when determined by the City Council to be
necessary or desirable for the reduction of debt service costs to the City or for the extension or adjustment
of maturities in relation to the resources available for their payment.
necessary and desirable for the reduction %J debt service costs to the City to issue its
General Obligation Capital Improvement Plan Refunding Bonds, Series 2020B (the "Bonds" ), in the
original aggregate principal amount of $3,455,000, pursuant to the Act, specifically Section 475.67,
subdivision 3, to redeem and prepay the outstanding principal amount of the Prior Bonds on
February 1, 2021.
2. Sale of Bonds.
(a) The City Council finds it necessary and expedient to the sound financial management of
the affairs of the City that the City issue the Bonds in the proposed aggregate principal amount of
$3 )455,000, pursuant to the Act, which amount is subject to adjustment in accordance with the official
Notice of Sale attached hereto as EXHIBIT A (the "Notice of Sale"). The Bonds will be i
Nssued, sold, and
delivered in accordance with the Notice of Sale.
(b) The City is authorized by Section 475.60, subdivision 2(9) of the Act to negotiate the sale
of the Bonds, it being determined that the City has retained an independent municipal advisor in connection
with such sale.
3. Authority of Municipal Advisor. Northland Securities, Inc. is authorized and directed to
negotiate the Bonds in accordance with the Notice of Sale. The City Council will meet at 7:00 P.M. on
Thursday, October 8, 2020, to consider proposals on the Bonds and take any other appropriate action with
respect to the Bonds.
4. Authority of Bond Counsel. The law firm of Kennedy &Graven, Chartered, as bond
counsel for the City, is authorized to act as bond counsel and to assist in the preparation and review of
necessary documents, certificates and instruments relating to the Bonds. The officers, employees and
agents of the City are hereby authorized to assist Kennedy & Graven, Chartered in the preparation of such
documents, certificates, and instruments.
5. Covenants. In the resolution awarding the sale of the Bonds the City Council will set forth
the covenants and undertakings required by the Act.
6. Official Statement. In connection with the sale of the Bonds, the officers or employees of
the City are authorized and directed to cooperate with Northland Securities, Inc. and participate in the
preparation of an official statement for the Bonds and to execute and deliver it on behalf of the City upon
its completion.
The motion for the adoption of the foregoing resolution was duly seconded by Councilmember
Lother, and upon vote being taken thereon the following members voted in favor of the motion: Bottema,
Anderson, Lother, Schultz
CR100-21-669086.v3 2
and the following voted against:
whereupon the resolution was declared duly passed and adopted.
CR100-21-669086.v3 3
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
CITY OF CORCORAN )
I, the undersigned, being the duly qualified and acting City Administrator of the City of Corcoran,
Minnesota (the "City"), hereby certify that I have carefully compared the attached and foregoing extract of
minutes of a regular meeting of the City Council of the City held on Thursday, August 27, 2020, with the
original minutes on file in my office and the extract is a full, true and correct copy of the minutes, insofar
as they relate to the issuance and sale of approximately $3,455,000 General Obligation Capital
Improvement Plan Refunding Bonds, Series 2020B of the City.
WITNESS M hand as Ci Administrator and the co orate seal f th i t � 7 �J
y ty rp o e C ty hls day of
August, 2020.
City Administrator
City of Corcoran, Minnesota
(sEaL�
CR100-21-669086.v3
Exhibit A
NOTICE OF SALE
$3,455,000�`
GENERAL OBLIGATION CAPTIAL IMPROVEMENT PLAN REFLTNDIZ�G BONDS, SERIES 2020B
CITY OF CORCORAN, MI���NESOTA
(Book -Entry Only)
NOTICE IS HE�:EBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE:
Proposals (also referred to herein as "bids")
Thursday, October 8, 2020, at 10:00 A.M.,
"Municipal Advisor"), 150 South Sth Str
will be opened by the City's Administrator, or designee, on
CT, at the offices of Northland Securities, Inc. (the City's
eet Suite 3300 Minneapolis Minnesota 55402. Consideration of
the Proposals for award of the sale will be by the City Council at its meeting at the C1
Thursday, October 8, 2020 at 7:00 P.M., CT.
SUBMISSION OF PROPOSALS
ty Offices beginning
Proposals may be:
a) submitted to the office of Northland Securities, Inc.,
b) faxed to Northland Securities, Inc. at 612-851-5918,
c) for proposals submitted prior to the sale, the final price and coupon rates maybe submitted to
Northland Securities, Inc. by telephone at 612-851-5900 or 612-851-4945, or
d} submitted electronically.
Notice is hereby given that electronic proposals will be received via PARITYTM, or its successor, in the
manner described below, until 10:00 A.M., CT, on Thursday, October 8, 2020. Proposals maybe submitted
electronically via PARITYTM or its successor, pursuant to this Notice until 10:00 A.M
., CT, but no Proposal
will be received after the time for receiving Proposals specified above. To the extent any- instructions or
directions set forth in PARITYTM, or its successor, conflict with this Notice, the terms of this Notice shall
control. For further information about PARITYTM, or its successor, potential bidders may contact Northland
Securities, Inc. or i-Deal° at 1359 Broadway, 2nd floor, New York, NY 10018, telephone 212-849-5021.
Neither the City nor Northland Securities, Inc. assumes any liability if there is a malfunction of PARITYTM
or its successor. All bidders are advised that each Proposal shall be deemed to constitute a contract between
the bidder and the City to purchase the Bonds regardless of the manner in which the Proposal is submitted.
BOOK -ENTRY SYSTEM
The Bonds will be issued by means of a book -entry system with no physical distribution of bond certificates
made to the public. The Bonds will be issued in fully registered form and one bond certificate, representing
the aggregate principal amount of the Bonds maturing in each year, will be registered in the name of Cede
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or decrease will be
made in multiples of $5,000 and may be made in any maturity. If any maturity is adjusted, the purchase price will also be
adjusted to maintain the same gross spread.
CR100-21-669086.v3
& Co. as nominee of Depository Trust Company ("DTC"), New York, New York, which will act as
securities depository of the Bonds.
Individual purchases of the Bonds may be made in the principal amount of $5,000 or any multiple thereof
of a single maturity through book entries made on the books and records of DTC and its participants.
Principal and interest are payable by the City through Northland Trust Services, Inc. Minneapolis,
Minnesota (the "Paying Agent/Registrar"), to DTC, or its nominee as registered owner of the Bonds.
Transfer of principal and interest payments to participants of DTC will be the responsibility of DTC;
transfer of principal and interest payments to beneficial owners by participants will be the responsibility of
such participants and other nominees of beneficial owners. The successful bidder, as a condition of delivery
of the Bonds, will be required to deposit the bond certificates with DTC. The City will pay reasonable and
customary charges for the services of the Paying Agent/Registrar.
DATE OF ORIGINAL ISSUE OF BONDS
Date of Delivery (Estimated to be November 5, 2020)
AUTHORITY/PURPOSE/SECURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapter 475 and Section 475.521. Proceeds
will be used to current refund the February 1, 2022 through February 1, 2038 maturities of the City's
General Obligation Capital Improvement Plan Bonds, Series 2012B on February 1, 2021 and to pay costs
associated with the issuance of the Bonds. The Bonds are payable from ad valorem taxes on all taxable
property within the City. The full faith and credit of the City is pledged to their payment and the City has
validly obligated itself to levy ad valorem taxes in the event of any deficiency in the debt service account
established for this issue.
INTEREST PA�Y'MENTS
Interest is due semiannually on each February 1 and August 1, commencing August 1, 2021, to registered
owners of the Bonds appearing of record in the Bond Register as of the close of business on the fifteenth
day (whether or not a business day) of the calendar month preceding such interest payment date.
MATURITIES
Principal is due annually on February 1, inclusive, in each of the years and amounts as follows:
Year
Amount
Year
Amount
Year
Amount
2022 $170,000 2027 $190,000 2033 $215,000
2023 180,000 2028 190,000 2034 220,000
2024 180,000 2029 195,000 2035 220,000
2025 185,000 2030 200,000 2036 230,000
2026 185,000 2031 205,000 2037 235,000
2032 210,000 203 8 245,000
Proposals for the Bonds may contain a maturity schedule providing for any combination of serial bonds
and term bonds, subject to mandatory redemption, so long as the amount of principal maturing or subject
to mandatory redemption in each year conforms to the maturity schedule set forth above.
CR100-21-669086.v3
INTEF�EST RATES
All rates must be in integral multiples of 1 /20th or 1 /8th of 1 %. The rate for any maturity may not be more
than 1.00%less than the rate for any preceding maturity. All Bonds of the same maturity must bear a single
uniform rate from date of issue to maturity.
ESTABLISHMENT OF ISSUE PRICE
(HOLD -THE -OFFERING -PRICE RULE MAY APPLY —BIDS NOT CANCELLABLE)
The winning bidder shall assist the City in establishing the issue price of the Bonds and shall execute and
deliver to the City at closing an "issue price" or similar certificate setting forth the reasonably expected
initial offering price to the public or the sales price or prices of the Bonds, together with the supporting
pricing wires or equivalent communications, substantially in the form attached hereto as Exhibit A, with
such modifications as maybe appropriate or necessary, in the reasonable judgment of the winning bidder,
the City and Bond Counsel. All actions to be taken by the City under this Notice of Sale to establish the
issue price of the Bonds may be taken on behalf of the City by the City's Municipal Advisor and any notice
or report to be provided to the City may be provided to the City's Municipal Advisor.
The City intends that the provisions of Treasury Regulation Section 1.148-1(fl(3)(i) (defining "competitive
sale" for purposes of establishing the issue price of the Bonds) will apply to the initial sale of the Bonds
(the "competitive sale requirements") because:
(1) the City shall disseminate this Notice of Sale to potential underwriters in a manner that is reasonably
designed to reach potential underwriters;
(2) all bidders shall have an equal opportunity to bid;
(3) the City may receive bids from at least three underwriters of municipal bonds who have established
industry reputations for underwriting new issuances of municipal bonds; and
(4) the City anticipates awarding the sale of the Bonds to the bidder who submits a firm offer to
purchase the Bonds at the highest price (or lowest cost), as set forth in this Notice of Sale.
Any bid submitted pursuant to this Notice of Sale shall be considered a firm offer for the purchase
of the Bonds, as specified in the bid.
In the event that the competitive sale requirements are not satisfied, the City shall promptly so advise the
winning bidder. The City may then determine to treat the initial offering price to the public as of the award
date of the Bonds as the issue price of each maturity by imposing on the winning bidder the Hold -the -
Offering -Price Rule as described in the following paragraph (the "Hold -the -Offering -Price Rule"). Bids
will not be subject to cancellation in the event that the City determines to apply the Hold -the -Offering -
Price Rule to the Bonds. Bidders should prepare their bids on the assumption that the Bonds will be
subject to the Hold -the -Offering -Price Rule in order to establish the issue price of the Bonds.
By submitting a bid, the winning bidder shall (i) confirm that the underwriters have offered or will offer
the Bonds to the public on or before the date of award at the offering price or prices (the "Initial Offering
Price"), or at the corresponding yield or yields, set forth in the bid submitted by the winning bidder and (ii)
agree, on behalf of the underwriters participating in the purchase of the Bonds, that the underwriters will
neither offer nor sell unsold Bonds of any maturity to which the Hold -the -Offering Price Rule shall apply
to any person at a price that is higher than the Initial Offering Price to the public during the period starting
on the award date for the Bonds and ending on the earlier of the following:
CR100-21-669086.v3
(1) the close of the fifth (5�) business day after the award date; or
(2) the date on which the underwriters have sold at least 10% of a maturity of the Bonds to the public
at a price that is no higher than the Initial Offering Price to the public (the "10% Test"), at which
time only that particular maturity will no longer be subject to the Hold -the -Offering -Price Rule.
The City acknowledges that, in making the representations set forth above, the winning bidder will rely on
(i) the agreement of each underwriter to comply with the requirements for establishing issue price of the
Bonds, including, but not limited to, its agreement to comply with the Hold -the -Offering -Price Rule, if
applicable to the Bonds, as set forth in an agreement among underwriters and the related pricing wires, (11)
in the event a selling group has been created in connection with the initial sale of the Bonds to the public,
the agreement of each dealer who is a member of the selling group to comply with the requirements for
establishing issue price of the Bonds, including but not limited to, its agreement to comply with the Hold -
the -Offering -Price Rule, if applicable to the Bonds, as set forth in a selling group agreement and the related
pricing wires, and (iii) in the event that an underwriter or dealer who is a member of the selling group is a
party to a third -party distribution agreement that was employed in connection with the initial sale of the
Bonds to the public, the agreement of each broker -dealer that is a party to such agreement to comply with
the requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to
comply with the Hold -the -Offering -Price Rule, if applicable to the Bonds, as set forth in the third -party
distribution agreement and the related pricing wires. The City further acknowledges that each underwriter
shall be solely liable for its failure to comply with its agreement regarding the requirements for establishing
issue price of the Bonds, including but not limited to, its agreement to comply with the Hold -the -Offering -
Price Rule, if applicable to the Bonds, and that no underwriter shall be liable for the failure of any other
underwriter, or of any dealer who is a member of a selling group, or of any broker -dealer that is a party to
a third -party distribution agreement to comply with its corresponding agreement to comply with the
requirements for establishing issue price of the Bonds, including, but not limited to, its agreement to comply
with the Hold -the -Offering -Price Rule if applicable to the Bonds.
By submitting a bid, each bidder confirms that: (i) any agreement among underwriters, any selling group
agreement and each third -party distribution agreement (to which the bidder is a party) relating to the initial
sale of the Bonds to the public, together with the related pricing wires, contains or will contain language
obligating each underwriter, each dealer who is a member of the selling group, and each broker -dealer that
is a party to such third -party distribution agreement, as applicable, (A) to comply with the Hold -the -
Offering -Price Rule, if applicable if and for so long as directed by the winning bidder and as set forth in the
related pricing wires, (B) to promptly notify the winning bidder of any sales of Bonds that to its knowledge,
are made to a purchaser who is a related party to an underwriter participating in the initial sale of the Bonds
to the public (each such term being used as defined below), and (C) to acknowledge that, unless otherwise
advised by the underwriter, dealer or broker -dealer, the winning bidder shall assume that each order
submitted by the underwriter, dealer or broker -dealer is a sale to the public, and (ii) any agreement among
underwriters or selling group agreement relating to the initial sale of the Bonds to the public, together with
the related pricing wires, contains or will contain language obligating each underwriter or dealer that is a
party to a third -party distribution agreement to be employed in connection with the initial sale of the Bonds
to the public to require each broker -dealer that is a party to such retail distribution agreement to comply
with the Hold -the -Offering -Price Rule, if applicable, in each case if and for so long as directed by the
winning bidder or the underwriter and as set forth in the related pricing wires.
Notes: Sales of any Bonds to any person that is a related party to an underwriter participating in the initial
sale of the Bonds to the public (each such term being used as defined below) shall not constitute sales to
the public for purposes of this Notice of Sale. Further, for purposes of this Notice of Sale:
(1) `public "means any person other than an underwYiteY or a related party,
CR100-21-669086.v3
(2) "underwriter" means (A) any person that ag��ees pursuant to a wNitten contract with the City (or
with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the
Bonds to the public and (B) any person that agrees pursuant to a written contract directly or
indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the
public (including a member of a selling group or a party to a third party distribution agreement
participating in the initial sale of the Bonds to the public).
(3) a purchaser of any of the Bonds is a "related party" to an underwriter if the underwriteY and the
purchaser are subject, directly or indirectly, to (A) more than SO%common ownership of the voting
power or the total value of their stock, if both entities are corporations (including direct ownership
by one corporation or another), (B) more than 50% common ownership of their capital interests
orprofits interests, if both entities arepartnerships (including direct ownership by onepartnership
of another), or (C) more than SO% common ownership of the value of the outstanding stock of the
corporation or the capital inteNests orprofit interests of theparrnership, as applicable, if one entity
is a corporation and the other entity is a partnership (including direct ownership of the applicable
stock or interests by one entity of the other), and
(4) "sale date" means the date that the Bonds are awarded by the City to the winning bidder.
ADJUSTMENTS TO PRINCIPAL AMOUNT AFTER PROPOSALS
The City reserves the right to increase or decrease the principal amount of the Bonds. Any such increase or
decrease will be made in multiples of $5,000 and maybe made in .any maturity. If any maturity is adjusted,
the purchase price will also be adjusted to maintain the same gross spread. Such adjustments shall be made
promptly after the sale and prior to the award of Proposals by the City and shall be at the sole discretion of
the City. The successful bidder may not withdraw or modify its Proposal once submitted to the City for any
reason, including post -sale adjustment. Any adjustment shall be conclusive and shall be binding upon the
successful bidder.
OPTIONAL REDEMPTION
Bonds maturing on February 1, 2030 through 2037 are subject to redemption and prepayment at the option
of the City on February 1, 2029 and any date thereafter, at a price of par plus accrued interest. Redemption
may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and
principal amounts within each maturity to be redeemed shall be determined by the City and if only part of
the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall
be chosen by lot by the Bond Registrar.
CUSIP NUMBERS
If the Bonds qualify for assignment of CUSIP numbers such numbers will be printed on the Bonds, but
neither the failure to print such numbers on any Bond nor any error with respect thereto shall constitute
cause for a failure or refusal by the successful bidder thereof to accept delivery of and pay for the Bonds in
accordance with terms of the purchase contract. The CUSIP Service Bureau charge for the assignment of
CUSIP identification numbers shall be paid by the successful bidder.
DELIVERY
Delivery of the Bonds will be within thirty-five days after award, subject to an approving legal opinion by
Kennedy &Graven, Chartered, Bond Counsel. The legal opinion will be paid by the City and delivery will
be anywhere in the continental United States without cost to the successful bidder at DTC.
/�
CR100-21-669086.v3
TYPE OF PROPOSAL
Proposals of not less than $3,416,995 (98.9%) and accrued interest on the principal sum of $3,455,000 must
be filed with the undersigned prior to the time of sale. Proposals must be unconditional except as to legality.
Proposals for the Bonds should be delivered to Northland Securities, Inc. and addressed to:
Brad Martens, City Administrator
Corcoran City Hall
8200 County Road 116
Corcoran, MN 55340
A good faith deposit (the "Deposit") in the amount of $69,100 in the form of a federal wire transfer (payable
to the order of the City) is onlyrequired from the apparent winnin bidder, and must be received within
two hours after the time stated for the receipt of Proposals. The apparent winning bidder will receive
notification of the wire instructions from the Municipal Advisor promptly after the sale. If the Deposit is
not received from the apparent winning bidder in the time allotted, the City may choose to reject their
Proposal and then proceed to offer the Bonds to the next lowest bidder based on the terms of their original
proposal, so long as said bidder wires funds for the Deposit amount within two hours of said offer.
The City will retain the Deposit of the successful bidder, the amount of which will be deducted at settlement
and no interest will accrue to the successful bidder. In the event the successful bidder fails to comply with
the accepted Proposal, said amount will be retained by the City. No Proposal can be withdrawn after the
time set for receiving Proposals unless the meeting of the City scheduled for award of the
adjourned, recessed, or continued to another date without award of the Bonds having been made.
• '1
Bonds is
The Bonds will be awarded on the basis of the lowest interest rate to be determined on a true interest cost
(TIC) basis. The City's computation of the interest rate of each Proposal, in accordance with customary
practice, will be controlling. In the event of a tie, the sale of the Bonds will be awarded by lot. The City
will reserve the right to: (i) waive non -substantive informalities of any Proposal or of matters relating to
the receipt of Proposals and award of the Bonds, (ii) reject all Proposals without cause, and (iii) reject any
Proposal which the City determines to have failed to comply with the terms herein.
INFORMATION FROM SUCCESSFUL BIDDER
The successful bidder will be required to provide, in a timely manner, certain information relating to the
initial offering price of the Bonds necessary to compute the yield on the Bonds pursuant to the provisions
of the Internal Revenue Code of 1986, as amended.
OFFICIAL STATEMENT
By awarding the Bonds to any underwriter or underwriting syndicate submitting a Proposal therefor, the
City agrees that, no more than seven business days after the date of such award, it shall provide to the sensor
managing underwriter of the syndicate to which the Bonds are awarded, the Final Official Statement in an
electronic format as prescribed by the Municipal Securities Rulemaking Board (MSRB).
CR100-21-669086.v3
FULL CONTINUING DISCLOSURE LTNDERTAI�:ING
The City will covenant in the resolution awarding the sale of the Bonds and in a Continuing Disclosure
Undertaking to provide, or cause to be provided, annual financial Information, including audited financial
statements of the City, and notices of certain material events, as required by SEC Rule 15c2-12.
BANK QUALIFICATION
The City will designate the Bonds as qualified tax-exempt obligations for purposes of Section 265(b)(3) of
the Internal Revenue Code of 1986, as amended.
BOND INSURANCE AT UNDERWRITER'S OPTION
If the Bonds qualify for issuance of any policy of municipal bond insurance or corrlmitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
conunitment shall be at the sole option and expense of the successful bidder of the Bonds. Any increase in
the costs of issuance of the Bonds resulting from such purchase of insurance shall be paid by the successful
bidder, except that, if the City has requested and received a rating on the Bonds from a rating agency, the
City will pay that rating fee. Any other rating agency fees shall be the responsibility of the successful bidder.
Failure of the municipal bond insurer to issue the policy after the Bonds have been awarded to the successful
bidder shall not constitute cause for failure or refusal by the successful bidder to accept delivery on the
Bonds.
The City reserves the right to reject any and all Proposals, to waive informalities and to adjourn the sale.
Dated: August 27, 2020 BY ORDER OF THE CORCORAN CITY COUNCIL
/s/ Brad Martens
City Administrator
Additional information may be obtained from:
Northland Securities, Inc.
150 South Sth Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
CR100-21-669086.v3
EXHIBIT A
(ISSUE PRICE CERTIFICATE —COMPETITIVE SALE SATISFIED)
The undersigned, for and on behalf of [NAME OF PURCHASE�PRESENTATIVE] (the
["Purchaser"] ["Representative," on behalf of itself and other underwri
"Underwriting Group")], with respect to the sale and issuance o
Improvement Plan Refunding Bonds, Series 2020B (the "Bonds" ),
Minnesota (the "Issuer" ), in the original aggregate principal amount of $_
l . Reasonably Erected Initial Offering Price.
ters listed below (collectively, the
f the General Obligation Capital
issued by the City of Corcoran,
certifies as follows:
(a) As of the Sale Date, the reasonably expected initial offering prices of the Bonds to the
Public by the [Purchaser] [Underwriting Group] are the prices listed in EXHIBIT A attached hereto (the
"Expected Offering Prices"). The Expected Offering Prices are the prices of the Maturities of the Bonds
used by the [Purchaser] [Underwriting Group] in formulating its bid to purchase the Bonds. Attached hereto
as EXHIBIT B is a true and correct copy of the bid provided by the [Purchaser] [Underwriting Group] to
purchase the Bonds.
(b) The [Purchaser] [Underwriting Group] was not given the opportunity to review other bids
prior to submitting its bid.
(c) The bid submitted by the [Purchaser] [Underwriting Group] constituted a arm offer to
purchase the Bonds.
(d) Capitalized terms that are used herein that are otherwise not defined shall have the
meanings assigned to such terms in Section 5 hereof.
2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the
Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,plus
original issue premium of $ ,less original issue discount of $ ,less [a Purchaser's] [an
underwriter's] discount of $), plus accrued interest in the amount of $
3. Receipt of Bonds. The undersigned hereby acknowledges receipt
original aggregate principal amount of the Bonds from the Issuer, fully executed and authenticated. [The
[Purchaser] [Representative] has paid to [NAME OF INSURER] the sum of $ as a
premium for an insurance policy for the Bonds.]
4. Representations. The representations set forth in this Certificate of Purchaser (the
"Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation
by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The
undersigned understands that the foregoing information will be relied upon by: (1) the Issuer with respect
to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with
respect to compliance with the federal income tax rules affecting the Bonds; and (11) Kennedy & Graven,
Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross
income for federal income tax purposes, the preparation of Information Return for Tax -Exempt
Governmental Obligations, Form 803 8-G (Rev. September 2018), and other federal income tax advice that
it may give to the Issuer from time to time relating to the Bonds.
CR100-21-669086.v3
5. Defined Terms.
(a) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities.
(b) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related
party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the Underwriter
anfifty d the purchaser are subject, directly or indirectly, to (1) more than y percent (50%) common ownership
of the voting power or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another); (11) more than fifty percent (50%) common ownership of their
capital interests or profits interests, if both entities are partnerships (including direct ownership by one
partnership of another); or (111) more than fifty percent (50%) common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership ('including direct ownership of
the applicable stock or interests by one entity of the other).
(c) "Sale Date" means the first day on which there is a binding contract in writing for the sale
of a Maturity of the Bonds. The Sale Date of the Bonds is October 8, 2020.
(d) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (11) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the
Public (including a member of a selling group or a party to a retail distribution agreement participating in
the initial sale of the Bonds to the Public).
IN WITNESS WHEREOF, the undersigned officer has executed this Certificate of Purchaser as of the
date and year first written above.
[Account Members:]
By
Name
Its
(ISSUE PRICE CERTIFICATE -HOLD THE PRICE)
The undersigned, for and on behalf of [NAME OF PURCHASERJKEPRESENTATIVE] (the
["Purchaser"] ["Representative," on behalf of itself and other underwriters listed below (collectively, the
"Underwriting Group"))]„ with respect to the sale and issuance of the General Obligation Capital
CR100-21-669086.v3
Improvement Plan Refunding Bonds, Series 2020B (the "Bonds by the City of Corcoran,
Minnesota (the "Issuer" ), in the original aggregate principal amount of $ , certifies as follows:
1. Initial Offering Price for the Bonds.
(a) The [Purchaser] [Underwriting Group] offered each Maturity of the Bonds to the Public
for purchase at the respective initial offering prices listed in EXHIBIT A attached hereto (the "Initial
Offering Prices"). A copy of the pricing wire or equivalent communication for the Bonds is attached hereto
as EXHIBIT A. Capitalized terms used herein that are otherwise not defined shall have the meanings
assigned to such terms in Section 5 hereof.
(b) As set forth in the Notice of Sale and the bid award, the [Purchaser has] [members of the
Underwriting Group have] agreed in writing that, (1) for each Maturity of the Bonds, [it] [they] would
neither offer nor sell any of the Bonds of such Maturity to any person at a price that is higher than the Initial
Offering Price for such Maturity during the Holding Period for such Maturity (the "Hold -the -Offering -Price
Rule"), and (ii) any selling group agreement shall contain the agreement of each dealer who is a member
of the selling group, and any retail distribution agreement shall contain the agreement of each broker -dealer
who is a party to the retail distribution agreement, to comply with the Hold -the -Offering -Price Rule.
Pursuant to such agreement, no Underwriter has offered or sold any Maturity of the Bonds at a price that is
higher than the respective Initial Offering Price for that Maturity of the Bonds during the Holding Period.
2. Purchase Price. The [Purchaser] [Representative] acknowledges that it is purchasing the
Bonds for an aggregate purchase price of $ (par amount of Bonds of $ ,plus
original issue premium of $ ,less original issue discount of $ ,less [a Purchaser's] [an
underwriter's] discount of $).
3. Receipt of Bonds. The undersigned hereby acknowledges receipt of $
original aggregate principal amount of the Bonds from th
e Issuer, fully executed and authenticated.
in
4. Representations. The representations set forth in this Certificate of Purchaser (the
"Certificate") are limited to factual matters only. Nothing in this Certificate represents the interpretation
by the [Purchaser] [Representative] of any laws, including specifically Sections 103 and 148 of the Internal
Revenue Code of 1986, as amended, and the Treasury Regulations promulgated thereunder. The
undersigned understands that the foregoing information will be relied upon by: (1) the Issuer with respect
to certain of the representations set forth in a tax certificate of the Issuer executed on the date hereof with
respect to compliance with the federal income tax rules affecting the Bonds; and (11) Kennedy & Graven,
Chartered, in connection with rendering its opinion that the interest on the Bonds is excluded from gross
income for federal income tax purposes, the preparation of Information Return for Tax -Exempt
Governmental Bonds, Form 8038 G (Rev. September 2018), and other federal income tax advice that it
may give to the Issuer from time to time relating to the Bonds.
5. Defined Terms.
(a) "Holding Period" means, with respect to each Maturity of the Bonds, the period starting on
the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date, or (ii)
the date on which the [Purchaser has] [Underwriters have] sold at least ten percent (10%) of such Maturity
to the Public at prices that are no higher than the Initial Offering Price for such Maturity.
CR100-21-669086.v3
(b) "Maturity" means Bonds with the same credit and payment terms. Bonds with different
maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as
separate Maturities.
CRl 00-21-669086.v3
(c) "Public" means any person (including an individual, trust, estate, partnership, association,
company, or corporation) other than an Underwriter or a related party to an Underwriter. The term "related
party" for purposes of this Certificate means, with respect to a purchaser of the Bonds, if the Underwriter
and the purchaser are subject, directly or indirectly, to (1) more than fifty percent (50%) common ownership
A the voting power or the total value of their stock, if both entities are corporations (including direct
ownership by one corporation of another); (11) more than fifty percent (50%) common ownership of their
capital interests or profits interests, if both entities are partnerships (including direct ownership by one
partnership of another); or (111) more than fifty percent (50%) common ownership of the value of the
outstanding stock of the corporation or the capital interests or profit interests of the partnership, as
applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of
the applicable stock or interests by one entity of the other).
(d) "Sale Date" means the first day on which there is a binding contract in writing for the sale
of a Maturity of the Bonds. The Sale Date of the Bonds is October 8, 2020.
(e) "Underwriter" means (i) any person that agrees pursuant to a written contract with the
Issuer (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of
the Bonds to the Public, and (11) any person that agrees pursuant to a written contract directly or indirectly
with a person described in clause (1) of this paragraph to participate in the initial sale of the Bonds to the
Public (including a member of a selling group or a party to a retail distribution agreement participating in
the initial sale of the Bonds to the Public).
IN WITNESS '�►jHEREOF, the undersigned officer has executed this Certificate of Purchaser as of the
date and year first written above.
[PURCHASER] [REPRESENTATIVE]
u�
Name
Its
CR100-21-669086.v3