HomeMy WebLinkAboutResolution 2020-36 Providing Issuance of General Obligation BondsCity of Corcoran
County of Hennepin
State of Minnesota
Extract of Minutes of Meeting
of the City Council of the City
of Corcoran, Hennepin County, Minnesota
May 14) 2020
Pursuant to due call and notice thereof a regular meeting of the City Council of the City of
Corcoran, Hennepin County, Minnesota, was held at the City Hall in the City on Thursday, May 14, 2020,
commencing at 7:00 P.M.
The following members of the Council were present: Thomas, Anderson, Bottema, Dejewski, and
Schultz
and the following were absent: None
The following resolution was presented by Councilmember Schultz who moved its adoption:
RESOLUTION N0.2020-36
RESOLUTION PROVIDING FOR THE ISSUANCE A,ND SALE OF
APPROXIMATELY $2,110,000 GENERAL OBLIGATION BONDS, SERIES 2020A
BE IT RESOLVED By the City Council of the City of Corcoran, Hennepin County, Minnesota
(the "City") as follows:
1. Equipment Certificates.
(a) The City is authorized by Minnesota Statutes, Chapter 475, as amended, and
Sections 410.3 2 and 412.3 01 (collectively, the "Equipment Act"), to issue its general obligation
equipment certificates of indebtedness on such terms and in such manner as the City determines to
finance the purchase of items of capital equipment, subject to certain limitations contained in the
Equipment Act.
(b) The City will purchase and acquire various items of capital equipment described
in EXHIBIT A attached hereto or other equipment as authorized under the Equipment Act (the
"Capital Equipment").
CR100-20-651145.v1
(c) As required by the Act:
(i) the expected useful life of each item of Capital Equipment is or will be at
least as long as the term of the equipment certificates issued to finance such Capital Equipment;
and
(ii) the principal amount of equipment certificates to be issued in the year 2020
will not exceed one -quarter of one percent (0.25%) of the estimated market value of taxable
property in the City for the year 2020.
(d) It is necessary and expedient to the sound financial management of the affairs of
the City to issue its general obligations in the approximate aggregate principal amount of $870,000
the "Equipment Certificates"), pursuant to the Equipment Act to provide financing for the Capital
Equipment.
2. Utility Revenue Bonds.
(a) The City engineer has recommended the construction of various improvements to
the City's water system (the "Utility Improvements"), pursuant to Minnesota Statutes, Chapters
444 and 475, as amended (collectively, the "Utility Revenue Act").
(b) It is necessary and expedient to the sound financial management of the affairs of
the City to issue general obligations in the approximate aggregate principal amount of $1,240,000
the "Utility Revenue Bonds"), pursuant to the Utility Revenue Act, to provide financing for the
Utility Improvements.
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 its General Obligation Bonds, Series
2020A (the "Bonds"), in the proposed aggregate principal amount of $2,110,000, pursuant to the
Equipment Act and the Utility Revenue Act (together, the "Act"), which amount is subject to
adjustment in accordance with the official Notice of Sale attached hereto as EXHIBIT B (the
"Notice of Sale"). The Bonds will be issued, 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, June 11, 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.
CR100-20-651145.v1 2
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
preparation of an official statement for the Bonds and to exec
its completion.
Securities, Inc. and participate in the
The motion for the adoption of the foregoing resolution was duly seconded by Councilmember
Dejewski, and upon vote being taken thereon the following members voted in favor of the motion: Thomas,
Anderson, Bottema, Dejewski, and Schultz
and the following voted against:
whereupon the resolution was declared duly passed and adopted.
CR100-20-651145.v1 3
City of Corcoran
County of Hennepin
State of Minnesota
STATE OF MINNESOTA )
COUNTY OF HENNEPIN )
CITY OF CORCORAN )
May 14, 2020
I, the undersigned, being the duly qualified and acting City Administrator of the City of Corcoran,
Minnesota, 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, May 14, 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 $2,110,000 General Obligation Bonds, Series 2020A of the City.
2020.
WITNESS My hand as City Administrator and the corporate seal of the City this 18� day of May
City Administrator
City of Corcoran, Minnesota
(SEAL)
CR100-20-651145.v1
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City of Corcoran
County of Hennepin
State of Minnesota
Exhibit B
NOTICE OF SALE
$2,110,000�
GENERAL OBLIGATION BONDS, SERIES 2020A
CITY OF CORCORAN, MI��NESOTA
(Book -Entry Only)
May 14, 2020
NOTICE IS HEREBY GIVEN that these Bonds will be offered for sale according to the following terms:
TIME AND PLACE
Proposals (also referred to herein as "bids") will be opened by the City's Administrator, or designee, on
Thursday, June 11, 2020, at 10:00 A.M., CT, at the offices of Northland Securities, Inc. (the City's
"Municipal Advisor"), 150 South 5th Street, 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 City Offices beginning
Thursday, June 11, 2020 at 7:00 P.M., CT.
SUBMISSION OF PROPOSALS
Proposals may be:
a) submitted to the office of Northland Securities,
b) faxed to Northland Securities, Inc. at 612451-5918,
c) for proposals submitted prior to the sale, the final price and coupon rates may be submitted to
Northland Securities, Inc. by telephone at 612-851-5900 or 6124514945, or
d) submitted electronically.
Notice is hereby given that electronic proposals will be received via PA.RITYTM, or its successor, in the
manner described below, until 10:00 A.M., CT, on Thursday, June 11, 2020. Proposals may be 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
Erections 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 212449-5021.
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 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 adjus
adjusted to maintain the same gross spread.
ted, the purchase price will also be
CR100-20-651145.v1
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
CR100-20-651145.v1
City of Corcoran
County of Hennepin
State of Minnesota
May 14, 2 02 0
& Co. as nominee of Depository Trust Company ), 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 July 8, 2020)
AUTHORITY/PURPO SE/SE CURITY
The Bonds are being issued pursuant to Minnesota Statutes, Chapter 444 and 475 and Section 412.301.
Proceeds will be used to finance the purchase of equipment; to finance a water project; 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 and net revenues of the City's water utility. 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 PAYMENTS
Interest is due semiannually on each February 1 and August 1, commencing February 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
2022 $225,000 2027 $245,000
2023 22500 2028 24500
2024 23500 2029 250,000
2025 235,000 2030 26000
2026 23500 2031 15500
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.
CR100-20-651145.v1
City of Corcoran
County of Hennepin
State of Minnesota
INTEREST RATES
May 14, 2020
All rates must be in integral multiples of 1 /20th or 1 /8th of 1 %. The gate fog any maturity may not be mope
than 2. 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 may be 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(�(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 Hol&the-Offering-Price Rule in order to establish the issue price of the Bonds.
By submitting a bid, the winning bidder shall (1) 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
CR100-20-651145.v1
on the award date for the Bonds and ending on the earlier of the following:
CR100-20-651145.v1
City of Corcoran
County of Hennepin
State of Minnesota
May 14, 2020
(1) the close of the fifth (Sth) 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
(1) 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, (n)
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 (111) 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 (11) 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.
CR100-20-651145.v1
City of Corcoran
County of Hennepin
State of Minnesota
May 14, 2020
Notes: Sales of any Bonds to any person that is a Nelated party to an underwriter participating in the initial
�nIP of the Rnnrlc 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 underwriter or a related party,
(2) "underwriter" means (A) any person that agrees pursuant to a written 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 underwriter 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 SO% common ownership of their capital interests
or profits interests, if both entities are partnerships (including direct ownership by one partnership
of another), or (C) more than SO% common ownership of the value of the outstanding stock of the
corporation or the capital interests orprofit 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), and
(4) "sale date "means the date that the Bonds are awarded by the City to the winning bidder.
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 L'P 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.
Bonds maturing on February 1, 2030 through 2031 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 l�TITMBERS
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
CR100-20-651145.v1
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.
DELNERY
Delivery of the Bonds will be within forty 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.
TYPE OF PROPOSAL
Proposals of not less than $2,284,590 (98.9%) and accrued interest on the principal sum of $2,110,000 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 $46,200 in the form of a federal wire transfer (payable
to the order of the City) is only required from the apparent winning 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 Bonds is
adjourned, recessed, or continued to another date without award of the Bonds having been made.
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: (1) 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.
INFOF:MATION 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
oI the Internal Revenue Code of 1986, as amended.
CR100-20-651145.v1
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 senior
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).
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 15c242.
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.
CR100-20-651145.v1
If the Bonds qualify for issuance of any policy of municipal bond insurance or commitment therefor at the
option of the successful bidder, the purchase of any such insurance policy or the issuance of any such
commitment 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: May 14, 2020 BY ORDER OF THE CORCORAN CITY COUNCIL
/s/ Brad Martens
City Administrator
Additional information may be obtained from:
Northland Securities, Inc.
150 South 5' Street, Suite 3300
Minneapolis, Minnesota 55402
Telephone No.: 612-851-5900
CR100-20-651145.v1
City of Corcoran
County of Hennepin
State of Minnesota
E�:HIBIT A
(ISSUE PRICE CERTIFICATE —COMPETITIVE SALE SATISFIED)
May 14, 2U0
The undersigned, for and on behalf of [NAME OF PURCHASER/�ZEPRESENTATIVE] (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 Bonds, Series
2020A (the "Bonds"), issued by the City of Corcoran, Minnesota (the "Issuer"), in the original aggregate
principal amount of $ , certifies as follows:
1. Reasonabl
d Initial Offering Price.
(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 firm 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 of $
original aggregate principal amount of the Bonds from the 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
CR100-20-651145.v1