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5.0.-6.0. EDSR 08-12-2002 Item 5 & 6 • � City of Elk -�-� River MEMORANDUM TO: Economic Development Authority City Council FROM: Lori Johnson, Finance Director DATE: August 12, 2002 SUBJECT: EDA A. Consider Resolution Authorizing the issuance of Public Safety Building Lease Revenue Bonds, Series 2002A B. Resolution Authorizing the Issuance of City Hall Expansion Revenue Bonds, Series 2002B 4111 City Council A. Consider Resolution Authorizing the Execution and Delivery of a Lease Agreement and Continuing Disclosure Undertaking B. Consider Resolution Authorizing the Execution and Delivery of a Supplement to Lease Agreement and Continuing Disclosure Undertaking Attached are two resolutions to be approved by the EDA and two resolutions to be approved by the City Council that respectfully will authorize the issuance of bonds for the public safety building and the addition to city hall (Elk River Municipal Utilities addition) and execute the lease agreements between the EDA and City. The EDA is the issuer of the bonds, but the City will be bound by a lease to make all debt payments. An internal agreement of understanding or lease will be drafted to confirm the Elk River Municipal Utilities' obligation to make debt payments to the City for the 2002B bonds. Also attached is a bond sale report for each of the issues. As you may recall,when the EDA set the sale date for this financing there was discussion regarding the possibility of insuring the debt service reserve for the public safety portion of • the financing in order to increase the proceeds available for the project. We have received confirmation from the insurer,MBIA, that the public safety building lease revenue bonds will carry insurance in lieu of a cash reserve. For that reason, there are now two bond issues • instead of one. Series 2002A in the amount of$8,000,000 is for the public safety building and Series 2002B in the amount of$1,695,000 finances the city hall expansion. Please review the bond sale reports on each of these issues for additional information. As I stated earlier, the agreement between ERMU and the city will be taken drafted and presented for approval by both bodies once the final debt service schedule for the city hall expansion bonds is determined. This agreement is not a legal requirement of the bond issue itself;it is simply a way for the City and Utilities to formalize future payment terms. On Tuesday,Mark Ruff of Ehlers and Associates and I had a rating conference with Moody's Investors Service to discuss the City's bond rating. The conference call went very well. Unfortunately,I have not yet received the rating report; however,I received a call from Moody's indicating that the City's bond rating has been upgraded to A2. The main reasons for the upgrade are the City's growth in economic measures,population, and tax base; the strong financial condition of the City especially the General Fund reserve; and the adoption of a formal fund balance policy requiring a 40 percent reserve. Mark Ruff and I will be present on Monday evening to review the results of the sale and to answer any additional questions either the EDA or City Council may have regarding these two bond issues. Finally,I have not attached copies of the official statements for these two bond issues due to the length of the documents. If you would like to review the official statements or get a copy,please let me know. • Action Requested EDA A. Consider resolution authorizing the issuance of Public Safety building Lease Revenue Bonds Series 2002A and the execution and delivery of a lease agreement, a mortgage and security agreement, and indenture of trust on other documents in connection therewith. B. Consideration of a resolution authorizing the issuance of City Hall Expansion Revenue Bonds Series 2002B and the execution and delivery of a supplement to lease purchase agreement and a supplement to trust indenture in connection therewith. City Council A. Consider resolution authorizing the execution and delivery of a lease agreement and continuing disclosure undertaking for the public safety building lease revenue bonds. B. Consider resolution authorizing the execution and delivery of a supplement to lease purchase agreement and continuing disclosure undertaking for the city hall expansion revenue bonds. • BOND SALE REPORT $8,000,000 Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease Obligation) Economic Development Authority of the City of Elk River, Minnesota 411 August 5, 2002 tilkEHLERS & ASSOCIATES INC LEADERS IN PUBLIC FINANCE I • OVERVIEW • This report describes the proposed plan for the Economic Development Authority of the City of Elk River, Minnesota(the "Authority") to issue $8,000,000 Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease Obligation) (the "Series 2002A Bonds"). This report has been prepared by Ehlers &Associates, Inc. in consultation with City and Authority Staff and bond counsel. This report deals with: • Purpose and components of bond issue. • Structure. • Other considerations in issuing bonds. • Market conditions. • Issuing process. • PURPOSE The Series 2002A Bonds are being issued by the Authority pursuant to the powers provided or referenced in Minnesota Statutes, Sections 469.090 - 469.1081, and a Mortgage and Security Agreement and Indenture of Trust dated as of September 1,2002(the"Indenture")between the Authority and U.S. Bank National Association in St. Paul, Minnesota (the "Trustee") for the purpose of financing the cost of constructing and furnishing the new public safety facility(the "Project"). The total cost of the Project is estimated to be $8,000,000 which includes building construction costs, excavation, landscaping, interior finish, and essential furnishings. The Estimated Sources and Uses of Funds required to finance the Project are included in Exhibit 1.00. The sources and uses will change slightly when the interest rates are set on August 12th. The Project will be constructed on property owned by the City on the campus where the Elk River City Hall is located. Due to financing requirements, separate legal descriptions and security interests are required for the existing City Hall property and the proposed Project for the Elk River Fire Department and Police Department and their respective offices and shared facilities. Construction of the Project is scheduled to begin by the Summer of 2002 and to be completed and occupied by the Summer of 2003. • • • The Authority is authorized to construct the Project within the City and to enter into the Indenture,the Lease,and other related agreements. The City has the right and lawful authority to lease the Project from the Authority and to make Rental Payments as set forth in the Lease. The Project will be leased to the City,pursuant to a Lease Agreement dated as of September 1, 2002 (the "Lease") between the Authority and the City, and under the statutory authority of Minnesota Statutes, Section 465.71. The Authority will assign to the Trustee its interest in the Lease and the Rental Payments to be made thereunder (except for the certain rights of the Authority to indemnification and payment of expenses)and will grant to the Trustee a security interest in the financed Project. The Lease: Pursuant to the Lease,the Authority will lease the Project to the City,subject to the City's right to terminate the Lease at the end of any Fiscal Year. Rental Payments are to be made by the City in amounts sufficient to pay the principal of and interest on the Series 2002A Bonds when due. The Indenture: The Authority will issue the Series 2002A Bonds pursuant to the Indenture,and the Indenture sets forth the rights and obligations of the Authority, the Trustee and the Bondholders. STRUCTURE AND REPAYMENT • The Series 2002A Bonds are valid and binding special, limited revenue obligations of the Authority payable solely from a pledge of Rental Payments to be made to the Authority by the City pursuant to the Lease. The Series 2002A Bonds do not constitute a general obligation of the Authority or the City and are not a charge against the general credit of the Authority and shall not constitute a charge, lien or encumbrance legal or equitable,upon any property of the Authority, except the interest of the Authority in the Lease. The City's obligation to make Rental Payments under the Lease is subject to its annual right to terminate the Lease at the end of any fiscal year by failure to appropriate the funds, The City has also chosen to purchase bond insurance for the Series 2002A Bonds from MBIA ("Insurer"). Therefore,this issue will be rated"Aaa"by Moody's Investors Service. The cost of the premium and the associated rating fee should be offset by the lower interest rates the Authority will receive by offering this issue "Aaa" rated and insured. The Insurer will agree to make bond payments to bondholders in the event of a failure to appropriate sufficient funds for annual debt service on the Series 2002A Bonds. It is the intent of the City to levy ad valorem taxes to provide revenues needed to make Rental Payments. The levy for this purpose is currently not subject to any statutory limit as to rate or amount,but it is subject to the City's general obligation debt limit of approximately$20,000,000 or 2% of market value.. • Page 3 In the event the annual appropriation is not made,the Trustee is entitled to repossession and the right to re-lease the buildings and the Authority's interest in the land, who on behalf of the owners of the Series 2002A Bonds will attempt to sell or sublease and operate the Project. If the III City were to not appropriate for debt service, certain consequences may result including the lowering of the City's credit rating. In connection with the issuance of the Series 2002A Bonds and any Additional Bonds to be issued(the"Bonds"),the Indenture will require the Authority to establish and maintain a separate trust account to be designated the Reserve Fund. The Reserve Fund is equal to approximately one year of debt service on the Series 2002A Bonds. Monies in the Reserve Fund will be used solely to pay principal of and interest on the Bonds in the event that Rental Payments are insufficient. Upon issuance of the Series 2002A Bonds, the Trustee will hold a debt service reserve surety bond to be issued by the Insurer in an amount estimated to be$642,705 (the "Surety Bond")as the Reserve Requirement for the Series 2002A Bonds. The Reserve Requirement may be funded and satisfied with cash and/or with one or more debt service reserve surety bonds issued by the Insurer (including the Surety Bond) or by an insurance company rated in the highest rating category by S&P and Moody's and approved by the Insurer ("Qualified Surety Bonds"), or a combination of the two. The advantages of a Surety Bond at this time outweighs its costs. The cost of a Surety bond is approximately $27,000 up-front to the City. The savings of a Surety Bond are savings on a lower amount of underwriter's fees of approximately $8,000 plus an annual savings of approximately$15,000 to$20,000 per year because the investment earnings on a debt service reserve are 2.5%to 3% lower than the interest cost of the Bonds. • A Construction Fund will be created into which the proceeds of the Series 2002A Bonds(other than any amounts deposited into the Bond Fund)shall be deposited. Monies in the Construction Fund shall be applied to the payment of Project costs and issuance expenses. Disbursements from the Construction Fund shall be made by the Trustee upon receipt of the documentation specified in the Indenture. When all of the costs payable from the Construction Fund have been determined and paid for, any remaining balance shall be deposited into the Bond Fund. Additional Bonds The Authority may,at the request of the City and upon the fulfillment of certain conditions,issue additional bonds(the "Additional Bonds") in such amounts as may be requested by the City for the purpose of(a)completing the Project,(b)providing additions or further improvements to the Project,or(c)refunding all or any part of the Series 2002A Bonds of any one or more series then outstanding. Additional Bonds may be issued in one or more series in various principal amounts, mature and be redeemable at different rates and on different dates and otherwise vary. The Additional Bonds shall rank equally and be on a parity with the Series 2002A Bonds and will be equally and ratably secured by a pledge of the Rental Payments by the City under the Lease. In the event Additional Bonds are issued,the City and the Authority will enter into an amendment or supplement to the Lease providing for additional Rental Payments in an amount at least sufficient to pay the principal of and premium, if any, and interest on such Additional Bonds when due. Upon the issuance of any Additional Bonds, the Reserve Requirement shall be • Page 4 • Ank adjusted pursuant to the Indenture and as described herein under "Reserve Fund." The Bonds would be sold August 12, 2002 and be dated September 1, 2002. The first interest payment on the Bonds will be February 1, 2003,and semiannually thereafter. Principal on the Bonds will be due on February 1 in the years 2004 through 2023. The projected debt service and flow of funds can be found in Exhibit 1. OTHER CONSIDERATIONS Following is a summary of key factors in the finance plan: • We recommend the following call feature: Bonds maturing February 1, 2014 and thereafter will be subject to prepayment at the discretion of the Authority on February 1, 2013: • We anticipate that the Authority will not issue more than a total of$10,000,000 in tax- exempt debt during this calendar year. This will allow the Bonds to be designated as bank qualified. Bank qualified status broadens the market and achieves lower interest rates. • Because the EDA is issuing more than $5,000,000 in tax-exempt obligations during this • calendar year,the debt will not qualify for the small issuer exemption from arbitrage rebate. You may be exempt from arbitrage rebate if the Bond proceeds, as defined in an arbitrage certificate to be provided upon closing, are expended within two years from the date of issuance as follows: Months from Percent of Net Issuance Proceeds Spent 6 10% 12 45% 18 75% 24 100% In the event the expenditure rules specified above are not met,the Authority will be required to pay any applicable arbitrage rebate in accordance with the general rules of Section 148(f) of the IRS Code. • The Bonds will be global book entry with a bank designated as the paying agent. As "paperless" bonds, you will avoid the costs of bond printing and annual registrar charges. The Paying Agent will invoice you for the interest semi-annually and on an annual basis for the principal coming due. You will be charged only for paying agent/transfer agent services provided by the bank. • Bidders on this issue may submit a bid which contains a maturity schedule providing for any • combination of serial bonds and term bonds, subject to mandatory redemption. If the purchaser of the Bonds designates certain of the maturities as Term Bonds, subject to a Page 5 mandatory call,the Authority will be responsible for providing a Notice of Call to holders of the Bonds at least 45 days prior to the call date. Allowing potential purchasers the term Aik bond option results in increased bidder interest in this issue and possible lower interest rates. 411, • Current regulations of the Securities and Exchange Commission on the continuing disclosure of municipal securities apply to long-term securities with an aggregate principal amount of $1,000,000 or more. Because the aggregate amount of this issue is over$1,000,000 and the City has more than $10,000,000 in total municipal obligations outstanding,you will be obligated to comply with Full Continuing Disclosure requirements as required by paragraph(b)(5)of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The City will be required to provide certain financial information and operating data relating to the City annually and to provide notices of the occurrence of certain material events. The specific nature of the Undertaking,as well as the information to be contained in the notices of material events will be set forth in the Continuing Disclosure Undertaking that you will enter into at the time of closing for this issue. The City is responsible for reporting any of the material events listed below and in the Undertaking. 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; II 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit of liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the securities; 7. Modification to rights of holders of the Securities; 8. Securities calls; 9. Defeasances; 10. Release,substitution or sale of property securing repayment of the Securities; 11. Rating changes; 12. Failure to provide annual financial information as required; and 13. Other material events. • Page 6 iii REFUNDING OPPORTUNITIES 111, We have reviewed all outstanding indebtedness for the City and the EDA and find that there are no immediate refunding opportunities for either at this time. We will continue to monitor the market and the call dates and alert you to any future opportunities MARKET CONDITIONS The following graph shows the trends in the Bond Buyer's 20-Year G.O. Index(BBI) since 1981 Interest rates remain near historic lows. TWENTY-YEAR BOND BUYER INDEX 14 E�hlei s & Aoc�-iate.s Inc 12 � 1ilf n % S ,..'�3':. 'mak +� 10 1 ' x 5.20% 1 4111/ ,I se-C ,- s� 10/21/93 'C� V 9 ®fid4� All Time Low *1%-ilAtiii:i � 482% .„.. , $ .vski 10/01/98 0114 0 6 5 . Y 11 838485868788899091 92 93 94 95 96 97 98 99 00 01 02 1983 - 2002 Ea July 2002 Bond Buyer Index 5.10% i Page 7 ISSUING PROCESS Following is a tentative schedule for the steps in the issuing process. Week of July 29,2002 Submit draft Official Statement and rating materials to Moody's Investors Service for credit rating August 5, 2002 Distribute Official Statement August 6, 2002 Conference call with Moody's Investors Service Week of August 5,2002 Receive credit rating August 12,2002 Bond sale September 18, 2002 (est.) Bond closing • • Page 8 N 0 0 '' ,7 n N • N - CO 0 0 0 0 M O M M 0 0 n N O m MD NWM WQrM CO WMD nMW M WMMMWMOWMW W W 0 0 0 W W 0 m OOO0 WOP4WVW 0 WONWNOOnCVO.WM.-MM' WNM D C OOQQOO O III OWOOWON WNO m - OWWW OO.- W Cy WNNQ NMNn WN M W CI. WWWDV. D.- WCOrOON0.- e r W NWM WW MWMMM!n O)WON ` ' 00 0 0 OOOWW O O ^'nNNM NNNNN OOON o 0000mm l0') M W c Q W n NCC)CD Cl m 0 W m -m.-nM cD am E N_.- N U m N CO m C v C O m m c m 0- 00000000000000000000 n N - eeeeee� E W . .................... 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V X 0 0 0mC Z o p Z. pa U NNNNNNNNNNNNNVNNNNNNNN O LL U. ow CO Z 0 00 a .. • • BOND SALE REPORT $1,695,000 City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation) Economic Development Authority of the City of Elk River, Minnesota August 5, 2002 4E+ EHLERS & ASSOCIATES INC LEADERS IN PUBLIC FINANCE • OVERVIEW This report describes the proposed plan for the Economic Development Authority of the City of Elk River, Minnesota(the "EDA") to issue $1,695,000 City Hall Expansion Revenue . Bonds, Series 2002B (City of Elk River Lease Purchase Obligation) (the "Series 2002B Bonds"). This report has been prepared by Ehlers & Associates, Inc. in consultation with EDA Staff and bond counsel. This report deals with: • Purpose and components of bond issue. • Structure. • Other considerations in issuing bonds. • Market conditions. • Issuing process. PURPOSE The Series 2002B Bonds are being issued by the Authority to provide funds to construct an i 8,588 square addition to the City Hall which will house the Elk River Municipal Utilities offices (the "Project"). Construction on the Project is expected to begin Summer, 2002 and be completed by Summer of 2003. The Series 2002B Bonds are being issued pursuant to the powers provided or referenced in Minnesota Statutes, Sections 469.090 -469.1081, a Supplement to Lease Purchase Agreement to be dated September 1, 2002, a Supplement to Lease Purchase Agreement dated December 1, 1997, and the original Lease Purchase Agreement dated November 1, 1991 (collectively referred to as the "Lease") between the Authority and the City of Elk River(the "City"), and a Supplement to Trust Indenture to be dated September 1, 2002 and Supplement to Trust Indenture dated December 1, 1997 to the original Trust Indenture dated November 1, 1991 (collectively referred to as the "Indenture") between the Authority and U. S. Bank National Association, St. Paul, Minnesota(the "Trustee"). The original City Hall building was financed through a similar lease purchase financing structure in 1991. The Series 2002B Bonds are considered to be "additional bonds" to the 1991 financing, which means that the two bond issues share rights to lease income and security on a parity basis. The Lease: Pursuant to the Lease, the Authority will lease the facility to the City, subject to the City's right to terminate the Lease at the end of any Fiscal Year. Lease Payments are to be made by the City in amounts sufficient to pay the principal of and interest on the Bonds when due. • Page 1 The Indenture: The Authority will issue the Bonds pursuant to the Indenture, and the • Indenture sets forth the rights and obligations of the Authority,the Trustee and the Bondholders.A Trustee is the agent of the Bondholders with fiduciary responsibility to hold funds on behalf of the Bondholders and act in the Bondholders interest as described in the Indenture. Financing these projects requires a bond issue in the amount of$1,695,000. The proposed Sources and Uses of Funds required to financing the Project are found in Exhibit 1.00. The actual sources and uses will change once the interest rates have been set on August 12th. Two footnotes should be highlighted to the sources and uses. First, the City is required to maintain a debt service reserve fund ("Reserve Fund") equal to approximately 125% of average annual debt service of the 1997 Bonds and Series 2002B Bonds. The Reserve Fund is intended to give bondholders a source of income in case the City does not appropriate sufficient funds for debt service. The Reserve Fund shall secure the payment of the 1997 Bonds, the Series 2002B Bonds, and all Additional Bonds, at the Reserve Requirement during any period of time that the Bonds are outstanding under the Indenture. The current Reserve Requirement for the 1997 Bonds is $229,500. Upon closing of the Series 2002B Bonds, bond proceeds in the estimated amount of$90,723 are to be deposited to the Reserve Fund to satisfy the Reserve Requirement. If the construction of the addition to City Hall were financed on a stand alone basis, the Reserve Fund would require approximately $136,000 in bond proceeds. Therefore, the Series 2002B • Bonds are issuing $46,000 less in principal than if the 1997 Bonds were not included in the financing equation. Second,the City has agreed to pay for one year of capitalized interest for the Series 2002B Bonds because the construction schedule dictates that the City Hall expansion occur one year earlier than the Elk River Municipal Utilities would otherwise require. One year of capitalized interest is equal to approximately$70,500. Therefore,the City will actually be required to pay$24,500 in cash for the costs of the Project which is equal to the difference between $70,500 of capitalized interest and $46,000 of benefit that the City brings from the Reserve Fund from the 1997 Bonds. In 2011 the Reserve Fund requirement will decrease when the 1997 Bonds are paid off and the Series 2002B Bonds can utilize the remaining balance in the Reserve Fund to pay for the final payment in 2023. STRUCTURE AND REPAYMENT The Series 2002B Bonds are valid and binding special, limited revenue obligations of the Authority payable solely from a pledge of lease payments to be received required to be made to the Authority by the City pursuant to the Lease and are issued on a parity with the Authority's outstanding City Hall and Law Enforcement Facility Revenue Refunding Bonds, Series 1997, dated December 1, 1997 (the "1997 Bonds"). The Series 2002B Bonds do not constitute a general obligation of the Authority or the City and are not a charge against the general credit of the Authority and shall not constitute a charge, lien or encumbrance legal • or equitable, upon any property of the Authority, except the interest of the Authority in the Lease. The City's obligation to make lease payments under the Lease is subject to its annual right to terminate the Lease at the end of any fiscal year by failure to appropriate the funds. Page 2 The City and the Elk River Municipal Utilities will enter into an agreement in which the Utilities will agree to make payments from revenues of the Utilities to the City in an amount sufficient to pay principal and interest when due on the Bonds. In addition to this revenue source,the City may levy ad valorem taxes, if necessary to provide revenues sufficient to make lease payments. The levy for this purpose is currently not subject to any statutory limit as to rate or amount. The 2002B Bonds are subject to the City's general obligation debt limit. The City's current debt limit is 2% of market value or approximately$20,000,000 and all debt subject to the limit, including this issue, is approximately$9,700,000. In the event the annual appropriation is not made, the Trustee is entitled to repossession and the right to re-lease the buildings, who on behalf of the owners of the Bonds will attempt to sell or sublease and operate the Project. There is no assurance that the Trustee will be able to re-lease the interest in the building(s) and land, or to do so for amounts that would pay all interest and principal on the Bonds. If the City were to non-appropriate,.other consequences would likely be realized including a significant drop in the City's bond rating. The Bonds would be sold August 12, 2002 and be dated September 1, 2002. The first interest payment on the Bonds will be February 1, 2003, and semiannually thereafter. Principal on the Bonds will be due on in the years 2004 through 2023. The projected debt service and flow of funds can be found in Exhibit 1. OTHER CONSIDERATIONS • Following is a summary of key factors in the finance plan: • We recommend the following call feature: Bonds maturing February 1, 2014 and thereafter will be subject to prepayment at the discretion of the EDA on February 1, 2013.. • Moody's Investors Service will be asked to rate this issue. The EDA currently has no outstanding rating on any of its outstanding debt. The City currently has an "A3" rating on its outstanding general obligation bonds. We expect that these lease purchase revenue bonds will be rated at a `Baal" level from Moody's if the City's underlying rating does not change. • The staff and consultants did hold discussions with the bond insurance companies about the potential for bond insurance on the Series 2002 Bonds, but insurance was denied because the 1997 Bonds were not insured. • We anticipate that the EDA will not issue more than a total of$10,000,000 in tax-exempt debt during this calendar year. This will allow the Bonds to be designated as bank qualified. Bank qualified status broadens the market and achieves lower interest rates. • Any City debt, however, for 2002 would be non-bank qualified. Page 3 • • Because the EDA is issuing more than $5,000,000 in tax-exempt obligations during this calendar year,the debt will not qualify for the small issuer exemption from arbitrage rebate. You may be exempt from arbitrage rebate if the Bond proceeds, as defined in an arbitrage certificate to be provided upon closing, are expended within two years from the date of issuance as follows: Months from Percent of Net Issuance Proceeds Spent 6 10% 12 45% 18 75% 24 100% In the event the expenditure rules specified above are not met, the Authority will be required to pay any applicable arbitrage rebate in accordance with the general rules of Section 148 (f) of the IRS Code. • The Bonds will be global book entry with a bank designated as the paying agent. As "paperless" bonds, you will avoid the costs of bond printing and annual registrar charges. The Paying Agent will invoice you for the interest semi-annually and on an annual basis for the principal coming due. You will be charged only for paying agent/transfer agent services provided by the bank. • • Bidders on this issue may submit a bid which contains a maturity schedule providing for any combination of serial bonds and term bonds, subject to mandatory redemption. If the purchaser of the Bonds designates certain of the maturities as Term Bonds, subject to a mandatory call, the EDA will be responsible for providing a Notice of Call to holders of the Bonds at least 45 days prior to the call date. Allowing potential purchasers the term bond option results in increased bidder interest in this issue and possible lower interest rates. • Current regulations of the Securities and Exchange Commission on the continuing disclosure of municipal securities apply to long-term securities with an aggregate principal amount of$1,000,000 or more. Because the aggregate amount of this issue is over $1,000,000 and the City has more than $10,000,000 in total municipal obligations outstanding, you will be obligated to comply with Full Continuing Disclosure requirements as required by paragraph(b)(5) of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. You will be required to provide certain financial information and operating data relating to the City annually and to provide notices of the occurrence of certain material events. The specific nature of the Undertaking, as well as the information to be contained in the notices of material events will be set forth in the Continuing Disclosure Certificate that you will enter into at the time of closing for this issue. Page 4 • The City is responsible for reporting any of the material events listed below and in the • Undertaking. 1. Principal and interest payment delinquencies; 2. Non-payment related defaults; 3. Unscheduled draws on debt service reserves reflecting financial difficulties; 4. Unscheduled draws on credit enhancements reflecting financial difficulties; 5. Substitution of credit of liquidity providers, or their failure to perform; 6. Adverse tax opinions or events affecting the tax-exempt status of the securities; 7. Modification to rights of holders of the Securities; 8. Securities calls; 9. Defeasances; 10. Release, substitution or sale of property securing repayment of the Securities; 11. Rating changes; 12. Failure to provide annual financial information as required; and 13. Other material events. REFUNDING OPPORTUNITIES We have reviewed all outstanding indebtedness for the City and the EDA and find that there are no immediate refunding opportunities for either at this time. We will continue to monitor • the market and the call dates and alert you to any future opportunities MARKET CONDITIONS The following graph shows the trends in the Bond Buyer's 20-Year G.O. Index (BBI) since 1983. Interest rates remain near historic lows. Page 5 • } • _ TWENTY-YEAR BOND BUYER INDEX �43� Bier"' & Associates Inc.A 11 4.82% C 10 5 20% 10/01/98 Gs 9 ¢� 10/21/93 All Time Q 9 "� - 5 � r x 83 84 85 86 87 88 89 a:ti.;:e::,-,,,,-;;;;:z'ff.,,,,,,, ,,,,, i 7,, .,.,.., 90 91 92 93 94 95 96 97 9899 00 01 02 1983 - 2002 July 2002 Bond Buyer Index 5.10% ISSUING PROCESS • Followingis a tentative schedule for the steps the issuingprocess. P Week of July 29,2002 Submit draft Official Statement and rating materials to Moody's Investors Service for credit rating August 5, 2002 •Distribute Official Statement August 6, 2002 Conference call with Moody's Investors Service Week of August 5,2002 Receive credit rating August 12,2002 Bond sale September 18, 2002 (est.) 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The following Commissioners were present: and the following were absent: Commissioner introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE ISSUANCE OF PUBLIC SAFETY BUILDING LEASE REVENUE BONDS, SERIES 2002A (CITY OF ELK RIVER, MINNESOTA LEASE OBLIGATION) AND THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT, A MORTGAGE AND SECURITY AGREEMENT AND INDENTURE OF TRUST AND OTHER DOCUMENTS IN CONNECTION THEREWITH WHEREAS, applicable provisions of Minnesota Statutes, Chapter 469 (the "Act"), authorize the Elk River Economic Development Authority (the "Authority") to issue revenue bonds, in anticipation of the collection of revenues of a project, to finance, in whole or in part, the cost of acquisition, construction, reconstruction, improvement, betterment or extension of a project; WHEREAS, the Authority proposes to finance the construction of a public safety facility in the City (the "Project"), to be used by the City of Elk River, Minnesota(the "City"), and to provide funds for such purposes by the issuance of certain of its revenue bonds (the "Bonds") pursuant to the Indenture, as hereinafter further defined; WHEREAS, the Bonds will be secured by a pledge and assignment of certain rights of the Authority under a certain Lease Agreement (as hereinafter defined) and of the revenues derived by the Authority therefrom, and the Authority will grant to the Trustee (as hereinafter defined) a mortgage interest in the Project, with certain reservations; WHEREAS, the Bonds shall be payable solely from the revenues pledged therefor and shall not constitute a debt of the Authority within the meaning of any constitutional or statutory limitation nor shall they constitute or give rise to a pecuniary liability of the Authority or a charge against its general credit or taxing powers, nor constitute a charge, lien, or encumbrance, legal or equitable, upon any property of the Authority, other than its interest in the Project; and WHEREAS, in order to carry out the transaction, the Authority will lease the Project to the City pursuant to the Lease: 1431807v1 NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Elk • River Economic Development Authority as follows: 1. Findings. The Board of Commissioners acknowledges, finds, determines and declares that the Project will promote the welfare of the City and satisfies the purposes stated in the Act. 2. Authorization of Financing. Pursuant to the Lease Agreement between the Authority and the City, dated as of September 1, 2002 (the "Lease"), the financing by the Authority of the acquisition, construction and installation of the Project is hereby authorized and approved. 3. Acceptance of Offer to Purchase Bonds. The offer of (the "Purchaser") to purchase the Authority's Public Safety Building Lease Revenue Bonds, Series 2002A(City of Elk River, Minnesota Lease Obligation), dated as of September 1, 2002 (the "Bonds", or individually a "Bond"), in accordance with the terms and at the rates of interest set forth in the Indenture, and to pay therefor the sum of$ plus interest accrued to settlement, is hereby accepted. The Bonds shall bear interest at the rates, be in such amount and denominations, be numbered, be dated, mature, be subject to redemption prior to maturity, be in such form and have such other details and provisions as are prescribed by the Mortgage and Security Agreement and Indenture of Trust between the Authority and U.S. Bank National Association in St. Paul, Minnesota, as Trustee (the "Trustee"), dated as of September 1, 2002 (the "Indenture"). Each capitalized term which is used but not otherwise defined in this resolution shall have the meaning given to that term pursuant to the Indenture. 4. Special Obligations; Security; Authorization to Execute and Deliver Indenture and Bonds. The Bonds shall be special obligations of the Authority payable solely from the revenues derived by the Authority from the Project, in the manner provided in the Indenture. As security for the payment of the principal of, premium, if any, and interest on the Bonds, pro rata and without preference of any one Bond over any other Bonds, the Board of Commissioners hereby authorizes the President and Secretary to execute the Indenture between the Authority and the Trustee in substantially the form on file and to deliver the Indenture to the Trustee, and hereby authorizes the execution of the Bonds, and hereby provides that the Indenture shall provide the terms and conditions, covenants, rights, obligations, duties and agreements of the Holders (as defined in the Indenture and hereinafter referred to as "Holders") of the Bonds, the Authority and the Trustee as set forth therein. 5. Authorization to Execute and Deliver the Bond Documents; Bond Insurance. The President and the Secretary are hereby authorized to execute, attest and deliver the Lease, including the short form thereof(together with the Indenture and the other documents authorized by this resolution to be executed by the Authority, collectively, the "Bond Documents"), in substantially the forms on file with the Secretary. All of the provisions of the Bond Documents, when executed and delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect according to the terms thereof from the date of execution and delivery thereof. • 1431807v1 2 It is anticipated that the Bonds will be insured by MBIA or other suitable bond insurer IDand that the necessary debt service reserve fund for the Bonds will be funded pursuant to a certain Surety Bond and related Financial Guaranty Agreement in favor of and/or between the Authority and the insurer. The Bond Documents shall specifically include the Financial Guaranty Agreement, and that Agreement, together with such other documents and certificates as may be required in order to obtain the bond insurance and the Surety Bond, are hereby authorized for execution and delivery by the President and Secretary of the Authority. 6. Termination upon Payment or Discharge. Upon payment or discharge of the Bonds (and any Additional Bonds) in accordance with the terms of the Bond Documents the Authority's interest in the Project and real estate on which the Project is located shall terminate. 7. Binding Obligations:No Personal Liability. All covenants, stipulations, obligations and agreements of the Authority contained in this resolution and contained in the Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Authority to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Authority. Except as otherwise provided in this resolution, all rights, powers and privileges conferred and duties and liabilities imposed upon the Authority or the Board of Commissioners thereof by the provisions of this resolution or by the Bond Documents shall be exercised or performed by the Authority by such members of the Board of Commissioners, or such officers, board, body or agency thereof as may be required by law to exercise such powers and to perform such duties. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any member of the Board of Commissioners, or any officer, agent or employee of the Authority in that person's individual capacity, and neither the Board of Commissioners of the Authority nor any officer executing the Bonds shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 8. Sole and Exclusive Benefit. Except as herein otherwise expressly provided, nothing in this resolution or in the Indenture expressed or implied, is intended or shall be construed to confer upon any person or firm or corporation, other than the Authority or the Trustee, any right, remedy or claim, legal or equitable, under and by reason of this resolution or any provision hereof or of the Indenture or any provisions thereof, this resolution, the Indenture and all of their provisions being intended to be and being for the sole and exclusive benefit of the Authority and the Holders from time to time of the Bonds issued under the provisions of this resolution and the Indenture. 9. Provisions Held Separate and Apart; Binding Contracts. In case any one or more of the provisions of the Bonds, this resolution, the Bond Documents shall for any reason be held to be illegal or invalid, such illegality or invalidity shall not affect any other provision of this resolution, the Bond Documents, or the Bonds, but this resolution, the Bond Documents and the Bonds shall be construed and endorsed as if such illegal or invalid provision had not been contained therein. The terms and conditions set forth in the Bond Documents, the pledge of revenues derived from the Project,the creation of the funds provided for in the Indenture, the provisions relating to the handling of the proceeds derived from the sale of Bonds pursuant to the 1431807v1 3 Indenture and the handling of said revenues and other monies are all commitments, obligations and agreements on the part of the Authority contained in the Indenture, or the invalidity of the 4110 Bond Documents, shall not affect the commitments, obligations and agreements on the part of the Authority to create such funds and to handle said revenues, other monies and proceeds of the Bonds for the purposes, in the manner and according to the terms and conditions fixed in the Indenture, it being the intention hereof that such commitments on the part of the Authority are as binding as if contained in this resolution separate and apart from the Indenture or the Lease. 10. Bond Recital. The Bonds shall contain a recital that they are issued pursuant to the Act, and such recital shall be conclusive evidence of the validity of the Bonds and the regularity of the issuance thereof, and that all acts, conditions and things required by the laws of the State of Minnesota relating to the adoption of this resolution, to the issuance of the Bonds and to the execution of the Bond Documents to happen, exist and be performed precedent to and in the enactment of this resolution, and precedent to the Bonds, the execution of the Bond Documents have happened, exist and have been performed as so required by law. 11. Performance. The officers, attorneys, engineers and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution, the Bond Documents, for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds,the Bond Documents and this resolution. 12. Furnishing of Certificates and Proceedings. The President and the Secretary and other officers of the Authority are authorized and directed to prepare and furnish to the Purchaser gib certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 13. Negative Covenant as to Use of Proceeds and Project. The Authority hereby covenants not to use the Project or to cause or permit the Project to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as (or to take any action or permit any other circumstance to exist or any action to be taken, the effect to which would be) to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 and 141 through 150 of the Code. In particular, but without limitation, the Authority covenants to forebear the implementation, effectuation or enforcement of any and all contracts or other agreements respecting the Project or any property benefitted thereby or assessed with respect thereto, which it may now or in the future have with developers, contractors, owners or any other person or parties to the extent that such implementation, effectuation or enforcement would (individually or in the aggregate) cause the Bonds to become such "private activity bonds," and to said limited extent the Authority would and hereby does (solely for the benefit of the owners of the Bonds) disavow any and all such provisions, entitlements and enforcements which would or could become so offending. i 1431807v1 4 y Without limitation of the foregoing, the Authority does not currently have and shall not enter into-.any lease, use agreement, management or operation contract or other agreement respecting the Project which would adversely affect the exemption from federal income tax of the interest of the Bonds, taking into account and observing the requirements of Revenue Procedure 97-13 of the Internal Revenue Service and any similar or other applicable revenue procedures or guidelines relating to leases, management contracts and service contracts involving facilities financed with tax-exempt obligations. 14. Rebate; Tax Exempt Status of the Bonds. The Authority shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3)the rebate of excess investment earnings to the United States. The Authority may avail itself of such other arbitrage rebate exceptions as may apply, in whole or in part, to the Bonds. 15. Designation of Qualified Tax-Exempt Obligations. The Authority hereby designates the Bonds as "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code and hereby finds and determines that: (a) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3)bonds as not being private activity bonds) which will be issued by the Authority(and all entities treated as one issuer with • the Authority, and all subordinate entities whose obligations are treated as issued by the Authority) during this calendar year 2002 will not exceed $10,000,000; and (b) not more than $10,000,000 of obligations issued by the Authority during this calendar year 2002 have been designated for purposes of Section 265(b)(3) of the Code. The Authority shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 16. Modifications to Documents. The approval hereby given to the various documents referred to herein includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the Authority officials authorized herein to execute said documents prior to their execution; and said Authority officials are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the President or Secretary any of the documents authorized by this resolution to be executed by the Acting President or the Acting Secretary, respectively. Adopted by the Board of Commissioners of the Elk River Economic Development Authority on August 12,2002. 1431807v1 5 Commissioner moved the adoption of the foregoing resolution, which motion was duly seconded by Commissioner , and upon vote being taken thereon, the following voted in favor thereof: and the following voted against the same: Whereupon the resolution was declared to be duly passed and adopted. • • 1431807v1 6 SECRETARY'S CERTIFICATE I, the undersigned, being the duly qualified and acting Secretary of the Elk River Economic Development Authority,DO HEREBY CERTIFY that I have carefully compared the attached and foregoing extract of minutes of a duly called and regularly held meeting of the Board of Commissioners of the EDA held on the date therein indicated with the original minutes thereof on file in my office and that the same is a full, true, and correct transcript thereof insofar as said minutes relate to the actions referenced therein with respect to authorizing the EDA's Public Safety Building Lease Revenue Bonds, Series 2002A. WITNESS my hand officially this day of , 2002. Secretary Elk River Economic • Development Authority • 1431807v1 • EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMNIISSIONERS OF THE ELK RIVER ECONOMIC DEVELOPMENT AUTHORITY Pursuant to due call and notice thereof; a regular or special meeting of the Board of Commissioners of the Elk River Economic Development Authority (the "Authority"), located in the City of Elk River, Minnesota, was duly called and held at the Elk River City Hall on August 12, 2002, commencing at approximately 6:00 P.M., C.T. The following Commissioners were present: and the following were absent: Commissioner introduced the following resolution and moved its adoption: RESOLUTION AUTHORIZING THE ISSUANCE OF CITY HALL EXPANSION REVENUE BONDS, SERIES 2002B (CITY OF ELK RIVER • LEASE PURCHASE OBLIGATION) AND THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO LEASE PURCHASE AGREEMENT AND A SUPPLEMENT TO TRUST INDENTURE IN CONNECTION THEREWITH WHEREAS, pursuant to a certain Trust Indenture, dated as of November 1, 1991 (as heretofore amended and supplemented and as amended and supplemented by the Indenture Supplement hereinafter described, the "Indenture"), the Authority issued its $2,740,000 City Hall and Law Enforcement Facility Revenue Bonds (City of Elk River Lease Purchase Obligation), Series 1991, dated November 1, 1991 (the "Series 1991 Bonds"); WHEREAS, pursuant to a certain Lease Purchase Agreement, dated as of November 1, 1991 (as heretofore amended and supplemented and as amended and supplemented by the Lease Supplement hereinafter described, the "Lease"), which was executed and delivered in connection with the issuance of the Series 1991 Bonds, the Authority leased to the City certain land and certain buildings constructed and located thereon (collectively, the "Original Project"), which the City now occupies and uses for City Hall and related public purposes, and the City agreed to pay to the Authority certain Basic Rent (as defined in the Lease); WHEREAS, in order to reduce the debt service costs on the Series 1991 Bonds, the Authority issued its City Hall and Law Enforcement Facility Revenue Refunding Bonds, • Series 1997 (City of Elk River Lease Purchase Obligation), dated December 1, 1997 (the "Series 1431832v1 1997 Bonds"), the proceeds of which were used on February 1, 2000, to effect a crossover refunding of the Series 1991 Bonds; • WHEREAS, in order to provide financing for a certain expansion of City Hall (the "Project"), it is proposed that the Authority issue its City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation), dated as of September 1, 2002 (the "Bonds"); and WHEREAS, in order to issue the Bonds in accordance with the provisions of the Indenture, it is necessary to execute certain supplements to the Indenture and the Lease, more specifically, a certain Supplement to Lease Purchase Agreement, dated as of September 1, 2002 (the "Lease Supplement"), between the City and the Authority, and a certain Supplement to Trust Indenture, dated as of September 1, 2002 (the "Indenture Supplement"), between the Authority and the Trustee under the Indenture: NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Elk River Economic Development Authority (the "Authority") as follows: 1. Findings. The Authority acknowledges, finds, determines and declares that the Project and its financing will promote the welfare of the City and satisfies the purposes stated in the Act (as defined in the Indenture). 2. Authorization of Financing. Pursuant to the Lease Supplement and the Indenture Supplement, and pursuant to the Lease and the Indenture, as respectively amended and supplemented thereby, the financing by the Authority of the acquisition, construction and installation of the Project and the issuance of the Bonds are hereby authorized and approved. 3. Acceptance of Purchase. The offer of (the "Purchaser"), to purchase the Authority's City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation), dated as of September 1, 2002 (the "Bonds", or individually a "Bond"), in accordance with the terms and at the rates of interest set forth in the Indenture, and to pay therefor the sum of $ plus interest accrued to settlement, is hereby accepted. The Bonds shall bear interest at the rates, shall be in such amount and denominations, shall be numbered, shall be dated, shall mature, shall be subject to redemption prior to maturity, shall be in such form and shall have such other details and provisions as are prescribed by the Indenture, including particularly as amended by the Indenture Supplement. 4. Special Obligations; Security; Authorization to Execute and Deliver Indenture and Bonds. The Bonds shall be special obligations of the Authority payable solely from the revenues derived by the Authority from the Original Project and the Project and as may otherwise be available for such purposes pursuant to the Indenture. The execution,issuance and delivery of the Bonds are hereby authorized and approved. 5. Authorization to Execute and Deliver Lease Supplement and Indenture Supplement and All Other Bond Documents. The President and the Secretary are hereby authorized to execute, attest and deliver the Indenture Supplement and the Lease Supplement 410 (collectively, together with the full provisions of the Lease and the Indenture, the "Bond 1431832v1 2 Documents"), in substantially the forms on file with the Secretary. All Bond Documents are authorized to be executed and delivered by the Authority and shall include (1) all other documentation which may be necessary for the Authority to execute in connection with the issuance of the Bonds and (2) any cross easement or similar agreements respecting the split of the current City Hall parcel occasioned by the issuance of the Bonds and of certain separately secured Series 2002A Bonds (being issued to assist in financing the City's public safety facility). All of the provisions of the Bond Documents, when executed and delivered as authorized herein, shall be deemed to be part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect according to the terms thereof from the date of execution and delivery thereof. The Authority hereby ratifies and approves the prior execution of the Lease and the Indenture and all other documents executed in connection with the issuance of the Series 1991 Bonds and the Series 1997 Bonds. 6. Binding Obligations;No Personal Liability. All covenants, stipulations, obligations and agreements of the Authority contained in this resolution and in the Bond Documents shall be deemed to be the covenants, stipulations, obligations and agreements of the Authority to the full extent authorized or permitted by law, and all such covenants, stipulations, obligations and agreements shall be binding upon the Authority. No covenant, stipulation, obligation or agreement herein contained or contained in the Bond Documents shall be deemed to be a covenant, stipulation, obligation or agreement of any Commissioner, or any officer, agent or employee of the Authority in that person's individual capacity, and neither the Commissioners of the Authority nor any officer executing the Bonds 11, shall be liable personally on the Bonds or be subject to any personal liability or accountability by reason of the issuance thereof. 7. Performance. The officers, attorneys and other agents or employees of the Authority are hereby authorized to do all acts and things required of them by or in connection with this resolution and the Bond Documents for the full, punctual and complete performance of all the terms, covenants and agreements contained in the Bonds, the Bond Documents and this resolution. 8. Furnishing of Certificates and Proceedings. The President and the Secretary and other officers of the Authority are authorized to prepare and furnish to the Purchaser and to bond counsel for the Bonds certified copies of all proceedings and records of the Authority relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the Authority as to the truth of all statements contained therein. 9. Negative Covenant as to Use of Project. The Authority hereby covenants not to use the Original Project or the Project, or to cause or permit the same to be used, or to enter into any deferred payment arrangements for the cost of the Project, in such a manner as (or to take any action or permit any other circumstance to exist or any action to be taken, the effect to which would be) to cause the Bonds to be "private activity bonds" within the meaning of Sections 103 4111 and 141 through 150 of the Code. In particular, but without limitation, the Authority covenants 1431832v1 3 • to forebear the implementation, effectuation or enforcement of any and all contracts or other agreements respecting the Original Project or the Project or any property benefitted thereby or assessed with respect thereto, which it may now or in the future have with developers, contractors, owners or any other person or parties to the extent that such implementation, effectuation or enforcement would (individually or in the aggregate)cause the Bonds to become such "private activity bonds," and to said limited extent the Authority would and hereby does (solely for the benefit of the owners of the Bonds) disavow any and all such provisions, entitlements and enforcements which would or could become so offending. 10. Arbitrage Rebate. The Authority shall comply with requirements necessary under the Code to establish and maintain the exclusion from gross income under Section 103 of the Code of the interest on the Bonds, including without limitation (1) requirements relating to temporary periods for investments, (2) limitations on amounts invested at a yield greater than the yield on the Bonds, and (3) the rebate of excess investment earnings to the United States if and to the extent applicable to the Bonds. While the Authority does not expect that the Bonds will qualify for the $5,000,000 small issuer exception, the Authority may avail itself of such other arbitrage rebate exceptions as may apply to the Bonds in whole or in part. 11. Bonds Are "Bank-Qualified". The Authority hereby designates the Bonds as a "qualified tax-exempt obligations" within the meaning of Section 265(b)(3) of the Code and hereby determines that: (a) the reasonably anticipated amount of tax-exempt obligations (other than private activity bonds, treating qualified 501(c)(3) bonds as not being private activity bonds) which will di be issued by the Authority (and all entities subordinate to, or treated as one issuer with, the Authority) during calendar year 2002 will not exceed $10,000,000; and (b) not more than $10,000,000 of obligations issued or to be issued by the Authority during calendar year 2002 have been designated for purposes of Section 265(b)(3) of the Code. The Authority shall use its best efforts to comply with any federal procedural requirements which may apply in order to effectuate the designation made by this paragraph. 12. Modifications to Documents. The approval hereby given to the various documents referred to above includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the officials authorized herein to execute said documents prior to their execution; and said Authority officials are hereby authorized to approve said changes on behalf of the Authority. The execution of any instrument by the appropriate officer or officers of the Authority herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the President or Secretary any of the documents authorized by this resolution to be executed by the Acting President or the Acting Secretary, respectively. Adopted on August 12, 2002, by the Board of Commissioners of the Elk River Economic Development Authority. • 1431832v1 4 The motion for the adoption of the foregoing resolution was duly seconded by • Commissioner , and upon vote being taken thereon the following Commissioner voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. • i 1431832v1 5 Secretary's Certificate • I, the undersigned, being the duly qualified and acting Secretary of the Elk River Economic Development Authority (the "EDA"), hereby certify that I have carefully compared and attached the foregoing extract of minutes of a duly called and held meeting of the Board.of Commissioners of the EDA held August 12, 2002, a quorum being present and acting throughout, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the issuance of certain bonds to provide financing for an expansion of the Elk River City Hall.. WITNESS my hand this _day of , 2002. Secretary Elk River EDA 111 1431832v1 EXTRACT OF MINUTES OF A MEETING OF THE 111) -. CITY COUNCIL OF THE CITY OF ELK RIVER, MINNESOTA Pursuant to due call and notice thereof; a regular meeting of the City Council of the City of Elk River, Minnesota was duly called and held at the City Hall on August 12, 2002, commencing at approximately o'clock P.M. The following Councilmembers were present: and the following were absent: Councilmember introduced the following resolution and moved its adoption: RESOLUTION NO. 02- • RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE AGREEMENT AND CONTINUING DISCLOSURE UNDERTAKING WHEREAS, the City of Elk River, Minnesota(the "City"), is authorized, pursuant to Minnesota Statutes, Section 465.71, to enter into lease purchase agreements; WHEREAS, the Elk River-Economic Development Authority, a body corporate and politic (the "Authority"), has agreed to enter into a certain Lease Agreement (the "Lease") with the City pursuant to which the City and the Authority will provide for construction of a public safety facility(the "Project") to be used by the City; WHEREAS, in order to carry out the transaction, the Authority will lease the Project to the City pursuant to the Lease; WHEREAS, the Authority will issue certain of its revenue bonds (the "Bonds) to provide funds to finance the Project pursuant to a Mortgage and Security Agreement and Indenture of Trust, dated as of September 1, 2002 (the "Indenture"), between the Authority and U.S. Bank National Association, as mortgagee and Trustee, setting forth the form and details of the Bonds and their issuance, pledging the rental payments derived from the Lease to the payment of the Bonds and granting to the Trustee a mortgage interest in the Project, with certain reservations, as 1 security for the Bonds; and 1431807v1 WHEREAS, the City is an obligated person under the provisions of Rule 15c2-12 (the Rule ) promulgated by the Securities and Exchange Commission pursuant to the Securities and IP Exchange Act of 1934, as amended, and is therefore subject to continuing disclosure requirements under the Rule and accordingly, the City will enter into a Continuing Disclosure Undertaking (the "Continuing Disclosure Undertaking") with the Trustee: NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Elk River, Minnesota, as follows: 1. Authorization of Bonds; Documents Presented. The Authority proposes to issue its Public Safety Building Lease Revenue Bonds, Series 2002A(City of Elk River, Minnesota Lease Obligation), dated as of September 1, 2002 (the "Bonds"), payable from rental payments to be made by the City under the Lease. The Bonds shall be in an aggregate principal amount of $8,000,000 (plus any amount representing original issue discount) and shall bear interest at the rates as are prescribed by the Indenture. Forms of the following documents (collectively,the "Bond Documents") relating to the Bonds and the Project have been submitted to the City Council and are now on file in the offices of the City: (a) the Lease; and (b) the Continuing Disclosure Undertaking. 2. Approval and Execution of Bond Documents. The Mayor and the City Administrator are hereby authorized to execute and deliver on behalf of the City the Bond Aik Documents in substantially the forms on file. All of the provisions of the Bond Documents when III executed and delivered as authorized herein shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 3. Approval of Indenture. The City hereby approves the Indenture and the Bonds described therein (collectively the "Related Documents") in substantially the forms submitted to the City. 4. Authorized City Representative. The City Finance Director is hereby designated and authorized to act on behalf of the City as the City Representative, as defined in the Indenture: 5. Furnishing of Certificates and Proceedings. The Mayor and other officers of the City are authorized to prepare and furnish to the purchaser of the Bonds and to bond counsel certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the legality of the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 6. Modifications to Documents. The approval hereby given to the various Bond Documents and Related Documents referred to above includes approval of such additional 1431807v1 2 • details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom,and additions thereto as may be necessary and appropriate and approved by the City officials authorized herein to execute said documents. Said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or City Administrator, any of the documents authorized by this resolution to be executed on behalf of the City may be executed by the Acting Mayor or the Acting City Administrator, respectively. Adopted by the Elk River City Council on August 12, 2002. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon the following Councilmembers voted in favor thereof and the following voted against the same: • whereupon the resolution was declared duly passed and adopted. • 1431807v1 3 CITY CLERK'S CERTIFICATE • I, the undersigned, being the duly qualified and acting City Clerk of the City of Elk River, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a meeting of the City Council held on the date therein indicated, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the execution by the City of a Lease Agreement and a Continuing Disclosure Undertaking respecting certain Series 2002A Bonds. WITNESS my hand on , 2002. City Clerk • City of Elk River, Minnesota • 1431807v1 EXTRACT OF MINUTES OF A MEETING OF THE CITY COUNCIL OF THE CITY OF ELK RIVER, MINNESOTA 10 Pursuant to due call and notice thereof, a regular or special meeting of the City Council of the City of Elk River. Minnesota, was duly held in the Elk River City Hall on August 12, 2002, commencing at approximately P.M., C.T. The following members of the Council were present: and the following were absent: During said meeting, introduced the following resolution and moved its adoption: RESOLUTION NO. 02- • RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A SUPPLEMENT TO LEASE PURCHASE AGREEMENT AND CONTINUING DISCLOSURE UNDERTAKING WHEREAS, the City of Elk River, Minnesota(the "City"), is authorized,pursuant to Minnesota Statutes, Section 465.71, to enter into certain lease agreements; WHEREAS, pursuant to a certain Trust Indenture, dated as of November 1, 1991 (as heretofore amended, the "Indenture"), the Elk River Economic Development Authority(the "Authority") issued its $2,740,000 City Hall Expansion Revenue Bonds (City of Elk River Lease Purchase Obligation), Series 1991. dated November 1, 1991 (the "Series 1991 Bonds"); WHEREAS,pursuant to a certain Lease Purchase Agreement, dated as of November 1, 1991 (as heretofore amended, the "Lease"), which was executed and delivered in connection with the issuance of the Series 1991 Bonds. the Authority leased to the City certain land and certain buildings constructed and located thereon (collectively, the "Project"), which the City now occupies and uses for City Hall and related public purposes, and the City agreed to pay to the Authority certain Basic Rent (as defined in the Lease); WHEREAS, in order to provide financing for a certain expansion of the Project, it is proposed that the Authority issue its City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation), dated as of September 1, 2002 (the "Bonds"), • 14313321/1 r WHEREAS, in order to issue the Bonds in accordance with the provisions of the Indenture, it is necessary to execute certain supplements to the Indenture and the Lease, more specifically, a certain Supplement to Lease Purchase Agreement, dated as of September 1, 2002 • (the "Lease Supplement"). between the City and the Authority, and a certain Supplement to Trust Indenture, dated as of September 1, 2002 (the "Indenture Supplement"), between the Authority and the Trustee under the Indenture; and WHEREAS, with respect to the Bonds, as long as the Lease (as supplemented by the Lease Supplement) remains in effect, the City is an obligated person under the provisions of Rule 15c2-12 (the "Rule") promulgated by the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934, as amended, and is therefore subject to continuing disclosure requirements under the Rule; and accordingly, the City will execute a certain Continuing Disclosure Undertaking respecting the Bonds (the "Continuing Disclosure Undertaking"): NOW, THEREFORE, BE IT RESOLVED by the City Council (the "Council") of the City of Elk River, Minnesota, as follows: 1. Authorization of Bonds; Documents Presented. The Authority proposes to issue the Bonds, which will be payable from additional rental payments to be made by the City under the Lease, as amended and supplemented by the lease Supplement. The Bonds shall bear interest at the rates prescribed by the Indenture, as supplemented by the Indenture Supplement. Forms of the Lease Supplement and the Continuing Disclosure Undertaking and other documents relating to the Bonds (collectively, the "Bond Documents") have been submitted to the Council and are now on file in the office of the City. 2. Approval and Execution of Bond Documents. The Mayor, the City Administrator and other applicable City officials arc hereby authorized to execute and deliver, on behalf of the City, the Bond Documents in substantially the forms on file with the City, and the Bond Documents are hereby approved. The Bond Documents shall include (1) all other documentation which may be necessary for the City to execute in connection with the issuance of the Bonds and (2) any cross easement or similar agreements respecting the split of the current City Hall parcel occasioned by the issuance of the Bonds and certain separately secured Series 2002A Bonds (being issued to assist in financing the City's public safety facility). All of the provisions of the Bond Documents when executed and delivered as authorized herein shall be deemed to be a part of this resolution as fully and to the same extent as if incorporated herein and shall be in full force and effect from the date of execution and delivery thereof. 3_ Approval of Indenture. The City hereby approves and consents to the execution of the Indenture Supplement and the Bonds (collectively the "Related Documents") in substantially the forms submitted to the City. 4. Authorized City Representative. The City Finance Director is hereby designated and authorized to act on behalf of the City as the City Representative respecting the Bonds, as defined in the Indenture. • 14318321 2 5. Furnishing of Certificates and Proceeding. The City Administrator and other officers of the City are authorized to prepare and furnish to the original purchaser of the • Bonds and to bond counsel for the Bonds certified copies of all proceedings and records of the City relating to the Bonds, and such other affidavits and certificates as may be required to show the facts relating to the Bonds as such facts appear from the books and records in the officers' custody and control or as otherwise known to them; and all such certified copies, certificates and affidavits, including any heretofore furnished, shall constitute representations of the City as to the truth of all statements contained therein. 6. Modifications to Documents. The approval hereby given to the Bond Documents and Related Documents includes approval of such additional details therein as may be necessary and appropriate and such modifications thereof, deletions therefrom and additions thereto as may be necessary and appropriate and approved by the City officials authorized herein to execute said documents. Said City officials are hereby authorized to approve said changes on behalf of the City. The execution of any instrument by the appropriate officer or officers of the City herein authorized shall be conclusive evidence of the approval of such documents in accordance with the terms hereof. In the absence of the Mayor or City Administrator, any of the documents authorized by this resolution to be executed on behalf of the City may be executed by the Acting Mayor or the Acting City Administrator, respectively. Adopted on August 12, 2002, by the Elk River City Council. The motion for the adoption of the foregoing resolution was duly seconded by Councilmember , and upon vote being taken thereon the following Councilmembers voted in favor thereof: and the following voted against the same: whereupon said resolution was declared duly passed and adopted. 410 1431R32v1 3 • • CITY CLERK'S CERTIFICATE I, the undersigned, being the duly qualified and acting City Clerk of the City of Elk River, Minnesota, hereby certify that I have carefully compared and attached the foregoing extract of minutes of a duly called and regularly held meeting of the City Council of said City held,on August 12, 2002, with the original thereof on file and of record in my office and the same is a full, true and complete transcript therefrom insofar as the same relates to the approval of a certain Supplement to Lease Purchase Agreement and a certain Continuing Disclosure Undertaking relating to bonds being issued to finance the costs of an expansion of the Elk River City Hall. WITNESS my hand as City Clerk and the official seal of the City this day of 2002. • City Clerk (SEAL) 1431S32vt itt • BID TABULATION $8,000,000* Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease Obligation) ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA SALE: August 12, 2002 AWARD: U.S. BANCO RP PIPER JAF FRAY RATING: MBIA Insured(Moody's Investors Service"Aaa") BBI: 4.99% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE U.S. BANCORP PIPER JAFFRAY 2004 2.000% 1.750% $7,923,072.35 $4,396,502.40 4.4124% Minneapolis, Minnesota 2005 2.500% 2.200% EDWARD JONES 2006 2.550% 2.550% St. Louis, Missouri 2007 2.850% 2.850% WELLS FARGO BROKERAGE SERVICES, LLC 2008 3.150% 3.150% Minneapolis, Minnesota 2009 3.375% 3.375% 2010 3.600% 3.600% 2011 3.750% 3.750% 2012 3.850% 3.850% 2013 3.950% 3.950% • 2014 4.000% 4.050% 2015 4.100% 4.150% 2016 4.250% 4.300% 2017 4.350% 4.400% 2018 4.450% 4.500% 2019 4.600% 4.650% 2020 4.650% 4.700% 2021 4.700% 4.750% 2022 4.800% 4.800% 2023 4.850% 4.850% *Subsequent to bid opening the following maturity amounts were adjusted; the 2004 maturity increased $20,000 to $265,000, the 2005 maturity increased$25,000 to$270,000,the 2006 maturity increased$20,000 to$280,000,the 2007 maturity increased$15,000 to$290,000, the 2008 maturity increased$15,000 to$300,000,the 2009 maturity increased$10,000 to$315,000, the 2010 maturity increased$10,000 to$325,000,the 2011 maturity increased$10,000 to$340,000,the 2012 maturity increased$5,000 to$355,000,the 2013 maturity increased $5,000 to$370,000,the 2015 maturity decreased$5,000 to$410,000,the 2017 maturity decreased$10,000 to$450,000,the 2018 maturity decreased$10,000 to$470,000,the 2019 maturity decreased$15,000 to$495,000,the 2020 maturity decreased$15,000 to$520,000,the 2021 maturity decreased$20,000 to$545,000,the 2022 maturity decreased$25,000 to$575,000,the 2023 maturity decreased$35,000 to $610,000 in maturity value. Adjusted Price-$7,923,753.30 Adjusted Net Interest Cost-$4,301,528.74 Adjusted TIC-4.3974% • 0L E A D E R S IN PUBLIC FINANCE EHLERS 3060 Centre Point Drive, Roseville, MN 55113-1105 651.697.8500 fax 651.697.8555 www.ehlers-inc.com & ASSOCA T E S INC Offices in Roseville, MN, Brookfield, WI and Naperville, IL 111111 $8,000,000 Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease Obligati 2 Economic Development Authority of the City of Elk River, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE MORGAN STANLEY DEAN WITTER 2004 2.750% $7,896,635.45 $4,402,064.35 4.4331% Chicago, Illinois 2005 3.000% UBS PAINEWEBBER INC. 2006 3.000% Chicago, Illinois 2007 3.000% SALOMON SMITH BARNEY 2008 3.100% Chicago, Illinois 2009 3.400% CIBC WORLD MARKETS 2010 3.600% New York, New York 2011 3.750% CRONIN &CO., INC. 2012 4.000% Minneapolis, Minnesota 2013 4.000% CITIZENS STATE BANK 2014 4.000% Flint, Michigan 2015 4.100% 2016 4.200% 2017 4.300% 2018 4.400% 2019 4.500% 2020 4.500% 2021 4.625% 2022 4.625% 2023 5.000% STONE &YOUNGBERG LLC 2004 3.000% $7,905,279.05 $4,417,545.12 4.440 San Francisco, California 2005 3.000% 2006 3.000% 2007 3.250% 2008 3.500% 2009 3.500% 2010 3.600% 2011 3.700% 2012 3.800% 2013 4.000% 2014 4.050% 2015 4.150% 2016 4.250% 2017 4.375% 2018 4.450% 2019 4.550% 2020 4.600% 2021 4.700% 2022 4.750% 2023 4.750% • 11111.. I00,000Public Safety Building Lease Revenue Bonds, Series 2002A (City of Elk River, Minnesota Lease ObligatRaje 3 nomic Development Authority of the City of Elk River, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE STEPHENS, INC. 2004 1.750% $7,910,000.00 $4,445,570.21 4.4661% Nashville,Tennessee 2005 2.300% SUNTRUST CAPITAL MARKETS, INC. 2006 2.650% Atlanta, Georgia 2007 2.900% NIKE SECURITIES, L.P. 2008 3.150% Lisle, Illinois 2009 3.400% WILLIAM R. HOUGH &CO. 2010 3.600% St. Petersburg, Florida 2011 3.750% 2012 3.850% 2013 4.000% 2014 4.050% 2015 4.125% 2016 4.300% 2017 4.400% 2018 4.500% 2019 4.700% 2020 4.750% 2021 4.800% 2022 4.800% 2023 4.800% IlkDAIN RAUSCHER INC. 2004 2.250% $7,950,977.75 $4,484,104.71 4.4890% Minneapolis, Minnesota 2005 2.500% 2006 3.000% 2007 3.125% 2008 3.500% 2009 3.625% 2010 3.750% 2011 3.750% 2012 3.850% 2013 4.000% 2014 4.000% 2015 4.200% 2016 4.300% 2017 4.400% 2018 4.500% 2019 4.600% 2020 4.700% 2021 5.000% 2022 5.000% 2023 5.000% 110 • BID TABULATION $1,695,000 City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation) ECONOMIC DEVELOPMENT AUTHORITY OF THE CITY OF ELK RIVER, MINNESOTA SALE: August 12, 2002 AWARD: MORGAN STANLEY DEAN WITTER RATING: Moody's Investors Service"A3" BBI: 4.99% NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE MORGAN STANLEY DEAN WITTER 2004 3.000% 1.750% $1,671,220.05 $996,269.53 4.6950% Chicago, Illinois 2005 3.000% 2.200% UBS PAINEWEBBER, INC. 2006 3.000% 2.600% Chicago, Illinois 2007 3.000% 2.900% SALOMON SMITH BARNEY 2008 3.250% 3.200% Chicago, Illinois 2009 3.500% 3.500% CIBC WORLD MARKETS 2010 3.750% 3.700% New York, New York 2011 4.000% 3.900% CRONIN &CO., INC. 2012 4.000% 4.000% neapolis, Minnesota 2013 4.100% 4.100% lir ENS BANK 2014 4.200% 4.250% Flint, Michigan 2015 4.300% 4.400% 2016 4.400% 4.500% 2017 4.500% 4.600% 2018 4.625% 4.700% 2019* 5.000% 5.000% 2020* 5.000% 5.000% 2021* 5.000% 5.000% 2022** 5.000% 5.050% 2023** 5.000% 5.050% 4 11° * 335,000 Term Bond due 2021 with mandatory redemption in 2019-2020 **$260,000 Term Bond due 2023 with mandatory redemption in 2022 0L E A D E R S IN PUBLIC FINANCE EHLERS 3060 Centre Point Drive, Roseville, MN 55113-1105 651.697.8500 fax 651.697.8555 www.ehlers-inc.com & ASSOCIATES INC Offices in Roseville, MN, Brookfield, WI and Naperville, IL $1,695,000 City Hall Expansion Revenue Bonds, Series 2002B (City of Elk River Lease Purchase Obligation) F.2 Economic Development Authority of the City of Elk River, Minnesota NET TRUE NAME OF BIDDER MATURITY RATE REOFFERING PRICE INTEREST INTEREST (February 1) YIELD COST RATE RBC DAIN RAUSCHER INC. 2004 1.800% $1,671,176.00 $1,007,710.90 4.7497% Minneapolis, Minnesota 2005 2.300% 2006 2.750% 2007 3.000% 2008 3.375% 2009 3.625% 2010 3.875% 2011 4.000% 2012 4.125% 2013 4.250% 2014 4.400% 2015 4.500% 2016 4.600% 2017 4.700% 2018 4.800% 2019 4.900% 2020 5.000% 2021 5.000% 2022 5.000% 2023 5.000% 1110 •