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8.2.A. SR 02-21-2012REQUEST FOR ACTION TO ITEM NUMBER Ma or and Ci Council 8.2 A AGENDA SECTION MEETING DATE PREPARED BY General Business Febru 21, 2012 Tim Simon, Finance Director ITEM DESCRIPTION REVIEWED By Resolution Awarding the Sale of $7,300,000 General Obligation Cal Portner, Ci Administrator Capital Improvement Plan Bonds, Series 2012A REVIEWED BY ACTION REQUESTED The City Council is asked to adopt a resolution awarding the sale of $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A fixing their form and specifications; directing their execution and delivery; and providing for their payment. BACKGROUND/DISCUSSION On January 17, 2012, the City Council held a public hearing and adopted a Capital Improvement Plan for the issuance of $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012. Mark Ruff of Ehlers and Associates will be at the meeting to present the results of the sale of the. General Obligation Capital Improvement Plan Bonds, Series 2012A for the public works facility project. Bids will be received until noon on February 21, 2012. In addition, staff held a rating call with Standard & Poor's on February 9, 2012, the results of the rating call will be presented at the Council meeting. At the time of this memo preparation, Standard & Poor's has not released the report. FINANCIAL IMPACT The bonds will be repaid from the Government Building Fund and no tax levy is anticipated for the repayment of the principal and interest. ATTACHMENTS ^ A resolution awarding the sale of $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A fixing their form and specifications; directing their execution and delivery; and providing for their payment. Action Motion by Second by Vote Follow Up rowEa€a e~ N:\Public Bodies\City Council\Council RCA\Agenda Packet\02-21-2012\2012Abonds memo.docx Extract of Minutes of Meeting of the City Council of the City of Elk River, Sherburne County, Minnesota Pursuant to due call and notice thereof, a regular meeting of the City Council of the City of Elk River, Minnesota., was duly held in the City Hall in said City on Tuesday, February 21, 2012, commencing at 6:30 P.M. The following members were present: and the following were absent: 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 $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A. The City Clerk presented a tabulation of the proposals that have been received in the manner specified in the Terms of Proposal for the Bonds. The proposals are as set forth in Exhibit A attached. After due consideration of the proposal, Member introduced the following resolution, and moved its adoption: then RESOLUTION NO. 12- A RESOLUTION AWARDING THE SALE OF $7,300,000 GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BONDS, SERIES 2012A FIXING THEIR FORM AND SPECIFICATIONS; DIRECTING THIER EXECUTION AND DELIVERY; AND PROVIDING FOR THEIR PAYMENT 398211v2JSB EL185-15 BE IT RESOLVED By the City Council of the City of Elk River, Sherburne County, Minnesota (the "City") as follows: Section 1. Back rg ound. 1.01. Statutory Authorization. The City is authorized by Minnesota Statutes, Section 475.521 (the "Act") to finance certain capital improvements under an approved capital improvement plan by the issuance of general obligation bonds of the City payable from ad valorem taxes. Capital improvements include acquisition or betterment of public lands, buildings or other improvements for the purpose of a city hall, library, public safety facility and public works facilities (excluding light rail transit or any activity related to it, or a park, road, bridge, administrative building other than a city hall, or land for any of those activities). 1.02. Capital Improvement Plan Authorizing Issuance of Bonds. On January 17, 2012 the City held a public hearing regarding a five year capital improvement plan (the "Plan"), and regarding issuance of bonds in the maximum principal amount of $7,300,000 to finance planned capital improvements, all in accordance with the Act. The Plan authorizes issuance of bonds to pay the cost of certain capital improvements identified in the capital improvement plan, including but not limited to the acquisition and construction of a public works facility (the "Improvement"). 1.03. No Petition for a Referendum Received. The City Council has determined that, within 30 days after the hearing, no petition for a referendum on issuance of bonds pursuant to the Plan was received by the City in accordance with the Act. 1.04. Estimated Total Cost of Capital Improvement. The City estimates that the total cost of the Improvement is approximately $9,500,000, including capitalized interest, costs of issuance and bond discount. 1.05. Determinations of the City in Compliance with the Act. As required by the Act, the City has determined that: (i) the expected useful life of the Improvement will be at least five years; and (ii) the amount of principal and interest due in any year on all outstanding bonds issued by the City under the Act, including the Bonds, is less than .16% of the taxable market value of property in the City for taxes payable in 2012. 1.06. Issuance of the Bonds. It is necessary and expedient to the sound financial management of the affairs of the City to issue its $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A (the "Bonds") pursuant to the Act to provide financing for the Improvement. 398211v2 JSB EL185-15 2 Section 2. Sale of Bonds. 2.01. Award to the Purchaser and Interest Rates. The proposal of (the "Purchaser") to purchase the Bonds of the City described in the Terms of Proposal thereof is hereby found and determined to be a reasonable offer and is hereby accepted, the proposal being to purchase the Bonds at a price of $ plus accrued interest to date of delivery, for Bonds bearing interest as follows: Year Interest Rate Year Interest Rate 2014 2024 2015 2025 2016 2026 2017 2027 2018 2028 2019 2029 2020 2030 2021 2031 2022 2032 2023 2033 2.02. Purchase Contract. The sum of $ being the amount proposed by .the Purchaser in excess of $7,227,000 shall be credited to the Debt Service Fund hereinafter created or deposited in the Construction Fund under Section 5.01 hereof, as determined by the City's financial advisor and the City Finance Director. The City .Finance Director 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 Finance Director are directed to execute a contract with the Purchaser on behalf of the City. 2.03. Terms and Principal Amounts of Bonds. The City will forthwith issue and sell the Bonds pursuant to the (the "Act") to the Purchaser in the total principal amount of $7,300,000. The Bonds will be originally dated as of March 15, 2012 in the denomination of $5,000 each or any integral multiple thereof, numbered No. R-1 upward, bearing interest as above set forth and maturing serially on February 1 in the years and amounts as follows: Year Amount Year Amount 2014 $285,000 2024 $355,000 2015 290,000 2025 370,000 2016 295,000 2026 380,000 2017 300,000 2027 395,000 2018 305,000 2028 410,000 2019 310,000 2029 420,000 2020 320,000 2030 440,000 398211v2 JSB EL185-15 3 2021 330,000 2031 455,000 2022 335,000 2032 470,000 2023 345,000 2033 490,000 As may be requested. by the Purchaser, one or more term Bonds may be issued having mandatory sinking fund redemption and final maturity amounts conforming to the foregoing principal repayment schedule, and corresponding additions may be made to the provisions of the applicable Bond(s). 2.04. Optional Redemption. The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC (as defined in Section 7 hereof) of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to be redeemed and each participant will then select by lot the beneficial ownership interests in such maturity to be redeemed. Prepayments will be at a price of par plus accrued interest. Section 3. Registration and Pavment. 3.01. Registered Form. The Bond will be issued only in fully registered form. The interest thereon and, upon surrender of the Bond, the principal amount thereof, is payable by check or draft issued by the Registrar described herein. 3.02. Dates; Interest Pavment 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 Bond is payable on February 1 and August 1 of each year, commencing February 1, 2013, to the registered owners of record thereof as of the close of business on the 15th day of the immediately preceding month, whether or not that day is a business day. 3.03.. 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 the Bond and the registration of transfers of the Bond entitled to be registered or transferred. (b) Transfer of Bond. Upon surrender for transfer of the 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 398211v2 JSB EL185-15 4 attorney duly authorized by the registered owner in writing, the Registrar will authenticate and deliver, in the name of the designated transferee or transferees, a new Bond of a like principal amount and maturity, as requested by the transferor. The Registrar may, however, close the books for registration of any transfer after the 15th 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. The Bond surrendered upon transfer 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 the 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 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 of the Bond, sufficient to reimburse the Registrar for any tax, fee or other governmental charge required to be paid with respect to the transfer. (h) Mutilated, Lost, Stolen or Destroyed Bond. If the 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. The Bond 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 3982llv2 JSB EL185-15 5 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 the redemption notice by first class mail (postage prepaid) to the registered owner of each Bond to be redeemed at the address shown on the registration books kept by the Registrar and by publishing the notice if required by law. Failure to give notice by publication or by mail to any registered owner, or any defect therein, will not affect the validity of the proceedings for the redemption of 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. 3.04. Appointment of Initial Re ig strar. The City appoints U.S. Bank National Association, St. Paul, Minnesota, as the initial Registrar. The Mayor and the City Administrator are authorized to execute and deliver, on behalf of the City, a contract with, the Registrar. Upon merger or consolidation of the Registrar with another corporation, if the resulting corporation is a bank or trust company authorized by law to conduct 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 Finance Director must transmit to the Registrar monies sufficient for the payment of all principal and interest then due. 3.05. 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. 3.06. Temporary Bond. The City may elect to deliver in lieu of a printed definitive Bond a typewritten temporary Bond in substantially the form set forth in Section 3 with such 398211v2 JSB EL185-15 changes as may be necessary to reflect more than one maturity in a single temporary bond. Upon the execution and delivery of the definitive Bond the temporary Bond will be exchanged therefor and cancelled. Section 4. Form of Bond. 4.01. Execution of the Bonds. The Bond will be printed or typewritten in substantially the following form: No. R- UNITED STATES OF AMERICA STATE OF MINNESOTA COUNTY OF SHERBURNE CITY OF ELK RIVER GENERAL OBLIGATION CAPITAL IMPROVEMENT PLAN BOND, SERIES 2012A Date of Rate Maturity Original Issue CUSIP February 1, 20_ March 15, 2012 Registered Owner: Cede & Co. The City of Elk River, Minnesota, a duly organized and existing municipal corporation in Sherburne 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 $ on the maturity date specified above, payable February 1 and August 1 in each year, commencing February 1, 2013, to the person in whose name this Bond is registered at the close of business on the fifteenth day (whether or not a business. day) of the immediately preceding month. The interest hereon and, upon presentation and surrender hereof, the principal hereof are payable in lawful money of the United States of America by check or draft by U.S. Bank National Association, St. Paul, Minnesota, as Bond Registrar, Paying Agent, Transfer Agent and Authenticating Agent, or its designated successor under the Resolution described herein. For the prompt and full payment of such principal and interest as the same respectively become due, the full faith and credit and taxing powers of the City have been and are hereby irrevocably pledged. The City may elect on February 1, 2021, and on any day thereafter to prepay Bonds due on or after February 1, 2022. Redemption may be in whole or in part and if in part, at the option of the City and in such manner as the City will determine. If less than all Bonds of a maturity are called for redemption, the City will notify DTC of the particular amount of such maturity to be prepaid. DTC will determine by lot the amount of each participant's interest in such maturity to 398211v2 JSB EL185-15 '~ 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 City Council has designated the issue of this Bond as a "qualified tax exempt obligation" 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 $7,300,000 all of like original issue date and tenor, except as to number, maturity date, redemption privilege, and interest rate, all issued pursuant to a resolution adopted by the City Council on February 21, 2012 (the "Resolution"), for the purpose of providing money to defray the expenses incurred and to be incurred in making certain capital improvements, pursuant to and in full conformity with the Constitution and laws of the State of Minnesota, including Minnesota Statutes, section 475.521, and the principal hereof and interest hereon are payable from ad valorem taxes as set forth in the Resolution to which reference is made for a full statement of rights and powers thereby conferred. The full faith and credit of the City are irrevocably pledged for payment of this Bond and the City Council has obligated itself to levy additional ad valorem taxes on all taxable property in the City in the event of any deficiency in taxes pledged, which taxes may be levied without limitation as to rate or amount. The Bonds of this series are issued only as fully registered Bonds in the denominations of $5,000 or any integral multiple thereof of single maturities. As provided in the Resolution and subject to certain limitations set forth therein, this Bond is transferable upon the books of the City at the principal office of the Registrar, by the registered owner hereof in person or by the owner's attorney duly authorized in writing, upon surrender hereof together with a written instrument of transfer satisfactory to the Registrar, duly executed by the registered owner or the owner's attorney. Upon such transfer the City will cause a new Bond to be issued in the name of the transferee or registered owner, of the same 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. 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 and laws of the State of Minnesota, to be done, to exist, to happen and to be performed preliminary to and in the issuance of this Bond in order to make it a valid and binding general obligation of the City in accordance with its terms, have been done, do exist, have happened and have been performed as so required, and that the issuance of this Bond does not cause the indebtedness of the City to exceed any constitutional or statutory limitation of indebtedness. 398211v2 JSB EL185-15 8 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 Elk River, Sherburne County, 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: CITY OF ELK RIVER, MINNESOTA (Facsimiled Facsimile) City Administrator Mayor CERTIFICATE OF AUTHENTICATION This is one of the Bonds delivered pursuant to the Resolution mentioned within. U.S. BANK NATIONAL ASSOCIATION By 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 UNIF GIFT MIN ACT Custodian (Gust) under Uniform Gifts or Transfers to Minors (Minor) 398211v2 JSB EL185-15 9 JT TEN -- as joint tenants with right of survivorship and Act .. ........ . . not as tenants in common (State) 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 dame as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. 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, STEMP, 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.) 398211v2 JSB EL185-15 1 ~ Please insert social security or other identifying number of assignee PROVISIONS AS TO REGISTRATION The ownership of the principal of and interest on the within Bond has been registered on the books of the Registrar in the name of the person last noted below. Date of Registration Registered Owner Cede & Co. Federal ID #13-2555119 Signature of Officer of Re ig strar 4.02. Approving Le ag 1 Opinion. The City Administrator is directed to obtain a copy of the proposed approving legal opinion of Kennedy & Graven, Chartered, Minneapolis, Minnesota, which is to be complete except as to dating thereof and to cause the opinion to be printed on or accompany the Bond. Section 5. Payment; Security; Pledges and Covenants. 5.01. Debt Service Fund. (a) The Bonds are payable from the General Obligation Capital Improvement Plan Bonds, Series 2012A Debt Service Fund (the "Debt Service Fund") hereby created, and the proceeds of the ad valorem taxes hereinafter levied are hereby pledged to the Debt Service Fund. If a payment of principal or interest on the Bonds becomes due when there is not sufficient money in the Debt Service Fund to pay the same, the City Finance Director will pay such principal or interest from the general fund of the City, and the general fund will be reimbursed for those advances out of the proceeds of the taxes levied by this resolution, when collected. There is appropriated to the Debt Service Fund (i) capitalized interest financed from Bond proceeds, if any, (ii) any amount over the minimum purchase price paid by the Purchaser, to the extent designated for deposit in the Debt Service Fund in accordance with Section 2.02; (iii) the accrued interest, if any, paid by the Purchaser upon closing and delivery of the Bonds; and (iv) any other funds appropriated for the payment of principal or interest on the Bonds. (b) Construction Fund. The proceeds of the Bonds, less the appropriations made in paragraph (a), together with any other funds appropriated for the Improvement and Taxes collected during the construction of the Improvement will be deposited in a separate construction fund (which may contain separate accounts for each Improvement) (the "Construction Fund") to be used solely to defray expenses of the Improvement and the payment of principal and interest on the Bonds prior to the completion and payment of all costs of the Improvement. Any balance remaining in the 398211v2 JSB EL185-15 11 Construction Fund after completion of the Improvement may be used to pay the cost in whole or in part of any other capital improvement instituted under the Act. When the Improvement is completed and the cost thereof paid, the Construction Fund is to be closed and subsequent collections of Taxes for the Improvement are to be deposited in the Debt Service Fund. 5.02. Pledge of Taxes. For the purpose of paying the principal of and interest on the Bonds, there is levied a direct annual irrepealable ad valorem tax upon all of the taxable property in the City, to be spread upon the tax rolls and collected with and as part of other general taxes of the City. The tax will be credited to the Debt Service Fund above provided and is in the years and amounts as follows (year stated being year of collection): Year Lem (See Exhibit B) 5.03. Certification to County Auditor as to Debt Service Fund Amount. It is determined that the estimated collection of the foregoing taxes, will produce at least five percent in excess of the amount needed to meet when due, the principal and interest payments on the Bonds. The tax levy herein provided will be irrepealable until the Bond is paid, provided that at the time the City makes its annual tax levies the City Finance Director may certify to the County Auditor of Sherburne County the amount available in the Debt Service Fund to pay principal and interest due during the ensuing year, and the County Auditor will thereupon reduce the levy collectible during such year by the amount so certified. 5.04. County Auditor's Certificate as to Registration. The City Administrator is authorized and directed to file a certified copy of this resolution with the County Auditor and to obtain the certificate required by Minnesota Statutes, Section 475.63. Section 6. Authentication of Transcript. 6.01. 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, may be deemed representations of the City as to the facts stated therein. 6.02. Certification as to Official Statement. The Mayor and City Administrtor 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. 398211v2 JSB EL185-15 12 6.03. Payment of Costs of Issuance. amount of Bond proceeds allocable to the Minneapolis, Minnesota on the closing date financial adviser, Ehlers & Associates, Inc. Section 7. Tax Covenant. The City authorizes the Purchaser to forward the payment of issuance expenses to K1einBank, for further distribution as directed by the City's 7.01. Tax-Exempt Bonds. The City covenants and agrees with the holders from time to time of the Bond 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 Bond 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 Bond. 7.02. Rebate. The City will comply with requirements necessary under the Code to establish and maintain the exclusion from gross income of the. interest on the Bond 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. 7.03. 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 a "private activity bond" within the meaning of Sections 103 and 141 through 150 of the Code. 7.04. Qualified Tax-Exempt Obli atg ions. 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 hereby 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 any private activity bonds that are not qualified 501(c)(3) bonds) which will be issued by the City (and all subordinate entities of the City) during calendar year 2012 will not exceed $10,000,000; and (d) not more than $10,000,000 of obligations issued by the City during calendar year 2012 have been designated for purposes of Section 265(b)(3) of the Code. 398211v2 JSB EL185-15 13 7.05. 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 8. Book-Entr~ystem; Limited Obligation of City. 8.01. 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 2.03 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. 8.02. 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 Bonds, and for all other purposes. The Paying Agent will pay all principal of, premium, if any, and interest on the Bonds only to or on the order of the respective registered owners, as shown in the registration books kept by the Registrar, and all such payments will be valid and effectual to fully satisfy and discharge the City's obligations with respect to payment of principal of, premium, if any, or interest on the Bonds to the extent of the sum or sums so paid. No person other than a registered owner of Bonds, as shown in the registration books kept by the Registrar, will receive a certificated Bond evidencing the obligation of this resolution. Upon delivery by DTC to the City Finance Director 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 Finance Director will promptly deliver a copy of the same to the Registrar and Paying Agent. 8.03. Representation Letter The City has heretofore executed and delivered to DTC a Blanket Issuer Letter of Representations (the "Representation Letter") which will govern 398211v2 JSB EL185-15 14 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. 8.04. 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 certificates, the City will notify DTC, whereupon DTC will notify the Participants, of the availability through DTC of Bond certificates. In such event the City will issue, transfer and exchange Bond certificates as requested by DTC and any other registered owners in accordance with the provisions of this Resolution. DTC may determine to discontinue providing its services with respect to the. Bonds at any time by giving notice to the City and discharging its responsibilities with respect thereto under applicable law. In such event, if no successor securities depository is appointed, the City will issue and the Registrar will authenticate Bond certificates in accordance with this resolution and the provisions hereof will apply to the transfer, exchange and method of payment thereof. 8.05. 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 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 9. Continuing Disclosure. 9.01. 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 will not 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. 9.02. Execution of Continuing Disclosure Certificate. "Continuing Disclosure Certificate" means that certain Continuing Disclosure Certificate executed by the Mayor and the 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. Section 10. Defeasance. 10.01. Pledges, Covenants, and Other Rights to Cease. 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 s9saii~a JsB ELiss-is 15 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 motion for the adoption of the foregoing resolution was duly seconded by Member and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted this 21St day of February, 2012. John J. Dietz, Mayor ATTEST: Tina Allard, City Clerk 398211v2 JSB EL185-15 16 EXHIBIT A PROPOSALS 398211v2 JSB EL185-15 A-1 EXHIBIT B TAX LEVY SCHEDULE YEAR * TAX LEVY * Year tax levy collected. 398211v2 JSB EL185-IS B_ 1 a-2r-,2 ~~ February 17, 2012 Summary: Elk River, Minnesota; General Obligation Primary Credit Analyst: Linda Merus, Chicago (1 ~ 312-233-7017; Lnda_merus@standardandpoors.com Secondary Contact: Carol Hendrickson, Chicago 312-233-7062; carol_hendrickson@standardandpoors.com Table Of Contents Rationale Outlook Other Postemployment Benefits And Pensions Related Criteria And Research www.standardandpoors.com/ratingsd irect .r,~r~, US$1.595 mil GO cap imp rfdg bnds ser 20128 dtd 03/15/2012 due 02/01/2018 Long Term Rating AA+/Stable New Elk River GO cap imp plan bnds ser 2010A dtd 04/21/2010 due 02/01/2023 Long Term Rating AA+/Stable Affirmed Rationale Standard & Poor's Ratings Services assigned its 'AA+' rating and stable outlook to Elk River, Minn.'s series 2012A general obligation (GO) capital improvement plan bonds and series 2012B GO capital improvement refunding bonds and affirmed its 'AA+' rating, with a stable outlook, on the city's existing GO debt. The rating reflects our opinion of the city's: • Access to the deep and diverse Minneapolis-St. Paul and St. Cloud metropolitan economies; • Favorable economic indicators, reflecting, what we consider, strong income and very strong market value per capita; • Maintenance of very strong reserves, coupled with, what we view as, conservative and strong financial management policies that include long-range budget and capital plans; and • Moderate debt. Officials plan to use series 2012A bond proceeds to finance the expansion and renovation of public works facilities and series 2012B bond proceeds to crossover refund the 2014-2018 maturities of the city's series 2007C bonds for interest cost savings. The city's full-faith-and-credit GO pledge secures the bonds. Elk River, the seat of Sherburne County, covers 43.8 square miles, approximately 30 miles northwest of the Minneapolis-St. Paul metropolitan area and 38 miles southeast of St. Cloud. The city's population has increased by 48% since the 2000 U.S. Census to a current estimate of 24,361. Management states that although residents commute into the Minneapolis-St. Paul and St. Cloud metropolitan areas for employment, the city also draws commuters from surrounding communities due to the employment opportunities offered by a number of small companies in the city. Along with access to Interstate 94, residents can commute into downtown Minneapolis via the city's Northstar commuter rail station. Leading city employers include: • Elk River Independent School District No. 728 (2,000 employees); • Sherburne County (605); • Cretex Co. (500), a precast concrete product; and • Wal-Mart Stores Inc. (424). County unemployment averaged 7% as of December 2011, above the state's 5.7% rate but below the nation's rate. Standard & Poors ~ RatingsDirect on the Global Credit Portal ~ February 17, 2012 2 Summary: Elk River, Minnesota; General Obligation Median household effective buying income is, in our view, a strong 130% of the nation's level. Taxable market value increased by an average of 8.1 % annually between fiscal years 2007 and 2009; from fiscal years 2010-2011, however, taxable market values declined by an average of 4.5% to $2.1 billion. Indicated market value, a better representation of area market prices, was $2.4 billion, or, in our opinion, a very strong $98,802 per capita. Residential properties account for 54% of the property tax base while commercial and industrial properties account for 31%. The tax base is diverse with the 10 leading taxpayers accounting for 15% of net tax capacity. Management states that the city is 30% developed and that given the city's access to Interstate 94, which provides quick access to the St. Cloud and Twin Cities metropolitan areas, it believes Elk River is well positioned to draw industrial and commercial businesses into the city. What we consider the city's good financial management practices have contributed to, in our view, strong finances, including, what we view as, consistently high reserves. Over the past three years, general fund reserves have ranged between 45% and 53% of expenditures, which adheres to the city's policy of maintaining an unreserved general fund balance of at least 40% of expenditures. For fiscal 2012, the city's budget calls for a use of $350,000 in reserves for capital and general operating purposes. Management states it expects the use of reserves to bring reserves to about 49% of expenditures. For fiscal 2011, management states it expects to report a surplus of $246,000 after transfers of $300,000 into the general fund from the electric fund and $270,000 into the general fund from the liquor fund. Management states the city has not received local government aid since 2009, and it did budget to receive the market value homestead credit in fiscal 2011. As of fiscal year-end Dec. 31, 2010, the city had a $5.9 million unreserved fund balance, or, in our opinion, a very strong 52.8% of expenditures. During fiscal 2010, the city reported a surplus of $166, 000. Despite the reduction of $221,000 in market value homestead credit, management was able to report positive results due mainly to favorable revenue trends. The city has additional reserves in the liquor fund, providing about $4.1 million of cash assets, available for the general fund. Officials annually transfer about $270,000 into the general fund from the liquor fund; they plan to make that transfer in fiscal 2012. The city also annually transfers between $300,000 and $500,000 from the electric fund; it plans to make that transfer in fiscal 2012. Property taxes (84%) are the leading revenue stream while charges and services (4.8%) account for most of the remainder. Standard & Poor's revised its Financial Management Assessment (FMA) on Elk River's financial management practices to "strong" from "good" under its FMA methodology based on management's recent implementation of a more-comprehensive debt management policy and frequent reporting of investment holdings to the city council. An FMA of "strong" indicates practices are strong, well embedded, and likely sustainable. Highlights of these policies include management's monthly reports to the city council on budgeted numbers compared to actual performance; the council can amend the budget, as necessary. Management maintains long-term financial and capital plans. The city-adopted reserve policy requires it to maintain a general fund unreserved balance of at least 40% of expenditures for cash flow purposes. In our opinion, the city's overall debt, excluding self-supporting utility debt, is a moderate $4,459 per capita, or 4.5% of market value. Carrying charges were, what we view as, an elevated 20.1% of governmental expenditures less capital outlay in 2010. We consider debt amortization above average with officials planning to retire 63% of principal over 10 years. According to management, it does not currently have any additional debt plans. www.standardandpoors.com/ratingsdirect Summary: Elk River, Minnesota; General Obligation OUtIOOk The stable outlook reflects Standard & Poor's opinion that management will likely maintain balanced operations and, what Standard & Poor's considers, very strong reserves given the city's strong financial management practices. We do not think we will change the rating within the outlook's two-year period given our opinion that management will likely maintain, what we view as, very strong reserves. If the city's taxable market values were to continue to decline or if growth and development pressures were to have an adverse effect on general fund operations and reserves, however, we could lower the rating. The stable outlook also reflects our view of the city's access to the St. Paul-Minneapolis and St. Cloud metropolitan areas. Other Postemployment Benefits And Pensions Elk River does not provide retirees with other postemployment benefits. Retirees, however, can participate in the city's health insurance plan as long as they pay the entire premium cost themselves. The defined-benefit plans administered by the Minnesota Public Employees' Retirement Assn. (PERA) cover all full-time and certain part-time city employees. PERA administers the general employees' retirement fund (GERF) and the public employees police and fire fund (PEPFF), which are cost-sharing, multiple-employer retirement plans. In fiscal 2010, the city's contributions to GERF and PEPFF were $501,726 and $357,977, respectively. Related Criteria And Research USPF Criteria: GO Debt, Oct. 12, 2006 Complete ratings information is available to subscribers of RatingsDirect on the Global Credit Portal at www.globalcreditportal.com. All ratings affected by this rating action can be found on Standard & Poor's public Web site at www.standardandpoors.com. Use the Ratings search box located in the left column. Standard & Poors ~ RatingsDirect on the Global Credit Portal ~ February 17, 2012 Copyright ©2012 by Standard & Poor's Financial Services LLC. 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Additional information about our ratings fees is available at www.standardandpoors.com/usratingsfees. 7he11~Cit/~!N www.standardandpoors.com/ratingsdirect CSC ~ a -a I -ia- ~-~nc,~ c~c~-~ ~ ~ ~ ..q. -~- ~^- February 21, 2012 Sale Report Debt Issuance Services City of Elk River, Minnesota $6,975,000 General Obligation Capital Improvement Plan Bonds, Series 2012A ,~,;,., , ~ri~ ~, ~ 1;r E H L E RS Minnesota phone 651-697-65~ 3060 Centre Pointe Dove LEADERS IN PU9LIC FINANCE Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 55113-1122 Debt Issuance Services ~~I -{~~ City of Elk River, Minnesota Results of Bond Sale -February 21, 2012 $6,975,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Purpose: To finance a public works facility expansion and renovation. Rating: Standard & Poor's Credit Marke ts "AA+" Number of Bids: 8 Low Bidder: Morgan Keegan, Memphis, TN True Interest Cost: 2.1852% Interest Savings from Low Bid High Bid High/Low Difference Lowest to Highest Bid: 2.2129% 2.4469% $205,192 Summary of Results: Projected Results of Sale Difference Principal Amount #: $7,300,000 $6,975,000 -$325,000 Issuer Equity Contribution: $2,750,000 $2,750,000 $0 Net Proceeds: $9,700,000 $9,600,154 -$99,846 Reoffering Premium: $0 $84,822 $84,822 Discount Allowance: $73,000 $39,409 -$33,591 True Interest Cost: 3.47% 2.1852% -1.28% Capitalized Interest: $194,878 $127,739 -$67,139 Cost of Issuance: $79,750 $42,520 -$37,230 Coupon Rates: 1.15% - 3.90% 1.00% - 2.50% Closing Date: March 15, 2012 Council Action: A Resolution Awarding The Sale Of $6,975,000 General Obligation Capital Improvement Plan Bonds, Series 2012B Fixing Their Form And Specifications; Directing Their Execution And Delivery; And Providing For Their Payment Attachments: Bid Tabulation • Updated Debt Service Schedules • Bond Resolution (Distributed in Council Packets) "` The size of the bond issue changed because construction cost estimates were lowered by $100,000 by the City and due to a premium bid, lower underwriter fees/discount, lower costs of issuance and lower capitalized interest. E H L E RS Minnesota phone 651-697-8500 3060 Centre Pointe i7~ive LEADERS IN PUBLIC FINANCE Offices also in Wisconsin and Illinois faX 651-697-8555 ROSevl~ie, MN 5511 3-11 22 BID TABULATION $7,300,000'` General Obligation Capital Improvement Plan Bonds, Series 2012A CITY OF ELK RIVER, MINNESOTA SALE: February 21, 2012 AWARD: MORGAN KEEGAN RATING: Standard & Poor's Credit Markets "AA+" BBI: 3.65% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE MORGAN KEEGAN Memphis, Tennessee 2014 1.000% 0.450% 2015 1.000% 0.550% 2016 1.500% 0.600% 2017 2.000% 0.700% 2018 2.000% 1.000% 2019 2.000% 1.250% 2020 2.000% 1.500% 2021 2.000% 1.600% 2022 2.000% 1.700% 2023 2.000% 1.750% 2024 2.000% 1.800% 2025 2.000% 1.900% 2026 2.250% 2.000% 2027 2.250% 2.100% 2028 2.375% 2.250% 2029 2.500% 2.350% 2030 2.500% 2.550% 2031 2.500% 2.650% 2032 2.500% 2.750% 2033 2.500% 2.850% $7,337,256.95 $2,014,654.16 2.2129% *Subsequent to bid opening the issue size was decreased to $6,975,000. Adjusted Price - $7,020,412.80 Adjusted Net Interest Cost - $1,856,100.81 FREERS LEADERS IN PUBLIC FINANCE Adjusted TIC - 2.1852% wvv~n~.ehlers-inc.com Minnesota phone 651-697-6500 3060 Centre Point Drive Offices also in Wisconsin and Illinois fax 651-697-8555 Roseville, MN 551-1122 $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Page 2 City of Elk River, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE PIPER JAFFRAY & CO. 2014 2.000% $7,385,182.30 $2,067,696.95 2.2593% Minneapolis, Minnesota 2015 2.000% 2016 2.000% 2017 2.000% 2018 2,000% 2019 2.000% 2020 2.000% 2021 2.000% 2022 2,000% 2023 2.000% 2024 2.000% 2025 2.000% 2026 2,125% 2027 2.250% 2028 2,300% 2029 2.500% 2030 2.625% 2031 2.750% 2032 2.750% 2033 2.875% BAIRD 2014 2.000% $7,365,370.20 $2,068,298.72 2.2647% Milwaukee, Wisconsin 2015 2.000% 2016 2.000% 2017 2.000% 2018 2.000% 2019 2.000% 2020 2.000% 2021 2.000% 2022 2.000% 2023 2.000% 2024 2.000% 2025 2.050% 2026 2.100% 2027 2.200% 2028 2.350°!° 2029 2.450% 2030 2.550% 2031 2.650% 2032 2.750% 2033 2.850% 4 $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A City of Elk River, Minnesota Page 3 NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE FTN FINANCIAL CAPITAL MARKETS Memphis, Tennessee RAYMOND JAMES & ASSOCIATES, INC. Memphis, Tennessee 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 1.000% 1.000% 1.000% 1.000% 1.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.250% 2.250% 2.250% 2.500% 2.500% 2.550% 2.650% 2.750% 2.850% 2,000% 2.000% 2.000% 2.000% 2.000% 2,000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.125% 2.250% 2.375% 2.500% 2.500% 2.625% 2.750% 2.875% $7,328,712.80 $2,080,946.31 $7,344,858.50 $2,092,333.65 2.2785% 2.2952% 5 $7,300,000 General Obligation Capital Improvement Plan Bonds, Series 2012A City of Elk River, Minnesota Page 4 NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE BOSC, INC., A SUBSIDIARY OF BOK FINANCIAL CORPORATION Menomonee Falts, Wisconsin UNITED BANKERS' BANK JANNEY MONTGOMERY SCOTT LLC New York, New York BMO CAPITAL MARKETS GKST INC. Chicago, Illinois 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 2029 2030 2031 2032 2033 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.250% 2.250% 2.500% 2.500% 2.750% 2.750% 3.500% 3.500% 3.500% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.125% 3.000% 3.000% 3.000% 3.000% 3.000% 3.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2.000% 2,000% 2.000% 2, 000% 2.000% 2.000% 2.000% 2.250% 2.375% 2.500% 2.500% 2.750% 2.750% 2.875% 2.875% $7,569,904.95 $2,155,171.99 2.3052% $7,417,095.60 $2,189,974.34 2.3803% $7,281,502.00 $2,219,845.70 2.4469% 6 City of Elk River, Minnesota $6,975,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Sources ~ Uses Dated 03H5/2012 I Delivered 0 311 512 01 2 Sources Of Funds _ _ _ _ Planned Issuer Equity contribution _ _ _,__ _ ~ __ 2,750,000.00 Reoffering Premium 84,821.55 Total Sources $9,809,821.55 Uses Of Funds Deposit to Project Construction Fund 9,600,000.00 Deposit to Capitalized Interest (CIF) Fund 127,738.61 Costs of Issuance 42,520.00 Total Underwritefs Discount (0.565%) ~9,40R.75 Deposit to Project Fund (Rounding Amount) 154.19 Total Uses $9,809,821.55 Seriea 2012A GO CIP Bonds ~ SINGLE PURPOSE ~ 2/21/2012 ~ 12:16 PM i~ FREERS ~ LEADERS IN PUBLIC fINANCE City of Elk River, Minnesota $6,975,000 General Obligation Capita{ Improvement Plan Bonds, Series 2012A Debt Service Schedule 105% Date Principal Coupon Interest Total P+I Overlew Fiscal Total p3nsnolz - - - - - 02/Ol/2013 - - 127,738.61 127,738,61 134,125.54 134,125.54 08/01!2013 - - 72,762.50 72,762.50 76,400.63 - 02/01/2014 290,000.00 1.000% 72,762.50 362,762.50 380,900.63 457,301.25 08/0112014 - - 71,312.50 71,312.50 74,878.13 - 02/Ol/2015 295,000.00 1.000% 71,312.SU 3b6,312.50 384,628,13 459,506.25 08/01/2015 - 69,831.50 69,537.50 73,329.38 - 02I01/2016 300,000,00 1.500% 69,837.50 369,837.50 388,329.38 46],658.75 08/01/2016 - - 67,587.50 67,587.50 70,966.88 - 02/01/2017 305,000.00 2000% 67,587.50 372.587.50 391,216.B8 462,153.75 08/O]Y1017 - - 64,537.50 64,537.50 67,7b4.38 - 02/O]/2018 310,000.00 2000% 64,537.50 374,537.50 393,264.38 461,028.75 08/01/2018 - - 61,437.50 61,437.50 64,509.38 - 02/O]/2019 315,000.00 2.000% 61,437.50 376,437.50 395,259.38 459,768.75 08/01/2019 - 58,287.50 58,287,50 61,201.88 - 02/O1/2020 320,000.00 2.000% 58,287.50 378,287.50 397,201.88 458,403.75 08!01/2020 - - 55,087.50 55,087.50 57,841.88 - 02/O]/2021 325,000.00 2.000% 55,087.50 380,087.50 399,091.88 456,933.75 08/01/2021 - - 51,837 SO 51,837.50 54,429.38 - 02/01/2022 335,000.00 2.000% 51.837.50 386,837.50 40b,179.38 460.608.75 08/01/2022 - 48,487.50 48,487.50 50,911.88 - 02/O1/2023 340,000.00 2.000% 48,487.50 388,487.50 407,911.88 458,823.75 08/01!2023 - - 45,087.50 45,087.50 47,341.88 - 02/Ol/2024 350,000.00 2.000% 45,087.50 395,087.50 414,841.88 462,183.75 08/01/2024 - - 41,587.50 41,587.50 43,GGG.88 - 02/Ol/2025 355,000.00 2.000% 41,587.50 396,58750 4]6,416.88 460,083.75 08/01/2025 - - 38,037,50 38,037.50 39,939.38 - 02/Ol/2026 360,000.00 2.250% 38,037.50 398,037.50 417,939.38 457,878.75 08!01/2026 - - 33,987.50 33,987.50 35,686,88 - 02/01/2027 370,000.00 2.250% 33,987.50 403,987.50 424,1$6.8$ 459,873.75 08/01/2027 - - 29,825.00 29,825.00 31,316,25 - 02/0112028 380,000.00 2.375% 29,82500 409,82500 430,3]6.25 461,632.50 08/01/2028 - 25,312.50 25,312.50 26,578.13 - 02/O1/2029 385,000.00 2.500% 25,312.50 410,312.50 430,828.13 457,406.25 08!0112029 - 20,500.00 20,500.00 21,525.00 - 02/Ol/2030 395,000.00 2.500% 20,500.00 415,500.00 436,275.00 457,800.00 08/01/2030 - - 15,562.50 15,562.50 16,340.63 - 02/Ol/2031 405,000.00 2.500% 15,562.50 420,562.50 441,590.63 457,93125 08/01/2031 - - 10,500.00 10,500.00 11,025.00 - 02/0]/2032 415,000.00 2.500% Ip,500.00 425.500.00 44!_,,775.00 457,800.00 OB/Ol/2032 - 5,312.50 5,312.50 5,578.13 - 02/01/2033 425,000.00 2.500% 5,312.50 430,312.50 451,828.13 457,406.25 Total 56,975,000.00 - 51,901,513.61 58,876,513.61 59,320,339.29 Significant Dates Dated 3!15/2012 First Coupon Date 2/O1R013 Yield Statistics Oond Year Dollars 584,037.50 Average Life 12.048 Years Average Coupon 2.2626965 Nd Interest Cost (NIC) 2.2086578% Tnte Interest Cost (TIC) 2.1852091% Bond Yield for Arbitrage Purposes 2.1286117% All Inclusive Cos[ (AIC) 2.2442140% IRS Form 8038 Net Interest Cost 2.1593314% Weighted Average Maturity 11.917 Years Seder 2012A GO CIP Bonds ~ SINGLE PUFN~OSE ~ 212112012 ~ 12:16 PM ii FREERS LfADERS IN PUBLIC FINANCE City of Elk River, Minnesota $6,975,000 General Obligation Capital Improvement Plan Bonds, Series 2012A Pricing Summary Type of Maturlty Maturity Bond Coupon Yield Value Price Dollar Price 02/01/2014 Serial Coupon 1.000% 0.450% 290,000.00 101.027% 292,978.30 02/01!2015 Serial Coupon 1.000% 0.550% 295,000.00 101.282% 298,781.90 02/01/2016 Serial Coupon 1.500% 0.600% 300,000.00 103.444% 310,332.00 02/01/2017 Serial Coupon 2.000% 0.700% 305,000.00 106.223% 323,980.15 02/01/2018 Serial Coupon 2.000% 1.000% 310,000.00 105.694% 327,651.40 02/01/2019 Serial Coupon 2.000% 1.250% 315,000.00 104.927% 330,520.05 02/01/2020 Serial Coupon 2.000% 1.500% 320,000.00 103.701% 331,843.20 02/01/2021 Serial Coupon 2.000% 1.600% 325,000.00 103.297% 335,715.25 02/01/2022 Serial Coupon 2.000% 1.700% 335,000.00 102.461% c 343,244.35 02/01/2023 Serial Coupon 2.000% 1,750% 340,000.00 102.046% c 346,956.40 02/01/2024 Serial Coupon 2.000% 1.800% 350,000.00 101.633% c 355,715.50 02/01/2025 Serial Coupon 2.000% 1.900% 355,000.00 100.8I2% c 357,882.60 02/01/2026 Serial Coupon 2.250% 2.000% 360,000.00 102.023% c 367,282.80 02/01/2027 Serial Coupon 2.250% 2.100% 370,000.00 101.208% c 374,469.60 02/01/2028 Serial Coupon 2.375% 2.250% 380,000.00 100.999% c 383,796.20 02/01/2029 Serial Coupon 2.500% 2.350% 385,000.00 101.194% c 389,596.90 02!01/2030 Serial Coupon 2.500% 2.550% 395,000.00 99.284% 392,17L.80 02/01/2031 Serial Coupon 2.500% 2.650% 405,000.00 97.78]% 396,013.05 02/01/2032 Serial Coupon 2.500% 2.750% 415,000.00 96.189% 399,184.35 02/01/2033 Serial Coupon 2.500% 2.850% 425,000.00 94.519% 401,705.75 Total - - - 56,975,000.00 - - $7,059,821.55 Bid Information Paz Amount of Bonds Reoffering Premium or (Discount) Gross Production Total Underwriter's Discount (0.565%} Bid (100.651%) Total Purchase Price Bond Yeaz Dollars Average Life Average Coupon Net Interest Cost (NIC) True Interest Cost (TIC) 56,975,000.00 84,821.55 $7,059,821.55 $(39,408.75) 7,020,412.80 $7,020,412.80 $84,037.50 12.048 Years 2.2626965% 2.2086578% 2.1852091% Serles 2012A GO CIP Bands ~ SINGLE PURPOSE ~ 2/21/2012 ~ 12:16 PM FREERS LEADERS IN PUBLIC FINANCE 9