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2. EDSR 10-15-2007REQUEST FOR ACTION ver To Item Number EDA 2• Agenda Section Meeting Date Prepared by October 15, 2007 Tim Simon, Finance Director Item Description Reviewed by Resolution Accepting Offer On The Sale Of $10,000,000 Lori ohnson, Ci Administrator General Obligation Bonds, Series 2007, Providing For Their Reviewed by Issuance And Levying A Tax For The Payment Thereof Action Requested It is requested that the Economic Development Authority adopt resolution 07- Accepting Offer On The Sale of $10,000,000 General Obligation Bonds, Series 2007, Providing For Their Issuance And Levying A Tax For The Payment Thereof. Background/Discussion Mark Ruff of Ehlers and Associates will be at the Council meeting to present the results of the sale of $10,000,000 General Obligation Bonds, Series 2007, for the construction of a recreational facility leased to The Young Men's Christian Association (YMCA). Bids for this bond sale will be received on October 15, 2007. A conference call with Moody's was held on Monday, October 8 and Moody's upgraded the City's General Obligation debt rating from Al to Aa3. Financial Impact The EDA will levy for the debt service which can be written down on an annual basis. The YMCA via lease payments will be responsible for 1 /3 of the debt service payments. Attachments • Resolution 07- Accepting Offer On The Sale of $10,000,000 General Obligation Bonds, Series 2007, Providing For Their Issuance And Levying A Tax For The Payment Thereof • Moody's rating analysis Action Motion by Second by Vote Follow Up C:AUscrs\dhucbncr\Appllata\Local\1~licrosoEt\WindowsV'1'cmporary Intcmct I~ilcs\O7,K871'.4\I?llA Bond Salc 101107.doc EXTRACT OF MINUTES OF A MEETING OF THE BOARD OF COMMISSIONERS OF THE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER, MINNESOTA HELD: OCTOBER 15, 2007 Pursuant to due call and notice thereof, a regular or special meeting of the Board of Commissioners of the Economic Development Authority for the City of Elk River, Sherburne County, Minnesota, was duly held at the City Hall, in the City of Elk River on October 15, 2007 at 6:30 P.M. for the purpose of awarding the sale of $10,000,000 General Obligation Bonds, Series 2007 of the Authority. The following members were present: and the following were absent: Member introduced the following resolution and moved its adoption: RESOLUTION ACCEPTING OFFER ON THE SALE OF $10,000,000 GENERAL OBLIGATION BONDS, SERIES 2007, PROVIDING FOR THEIR ISSUANCE AND LEVYING A TAX FOR THE PAYMENT THEREOF A. WHEREAS, the Board of Commissioners of the Economic Development Authority for the City of Elk River, Minnesota (the "Authority"), has heretofore determined that it is necessary and expedient to issue its $10,000,000 General Obligation Bonds, Series 2007 (the "Bonds") pursuant to Minnesota Statutes, Sections 469.102 and Chapter 475 to provide funds to finance the acquisition and betterment of a recreational facility within the City (the "Project"); and B. WHEREAS, the City of Elk River, Minnesota (the "City") has, by its Ordinance No. adopted on October 15, 2007 (the "Ordinance") in accordance with Minnesota Statutes, Section 469.060, consented to the pledge of its full faith, credit and resources to the payment of the Bonds; and C. WHEREAS, offers to purchase the Bonds were solicited on behalf of the Authority by Ehlers and Associates, Inc.; and D. WHEREAS, it is in the best interests of the Authority that the Bonds be issued in book-entry form as hereinafter provided; and E. WHEREAS, the following offers were received, opened and recorded at the offices of Ehlers and Associates, Inc. ("Ehlers") at 12:00 noon this same day: Bidder Interest Rate Net Interest Cost (See attached) 2084694v1 NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Economic Development Authority for the City of Elk River, Minnesota, as follows: 1. Acceptance of Offer. The offer of (the "Purchaser"), to purchase the Bonds in accordance with the terms of proposal, at the rates of interest hereinafter set forth, and to pay therefor the sum of $ , plus interest accrued to settlement, is hereby found, determined and declared to be the most favorable offer received and is hereby accepted, and the Bonds are hereby awarded to the Purchaser. The Executive Director is directed to retain the deposit of the Purchaser and to forthwith return to the bidders any good faith checks or drafts. 2. (a) Terms of Bonds• Original Issue Date• Denominations; Maturities; Term Bond Options. The Bonds shall be dated November 8, 2007, as the date of original issue, shall be issued forthwith on or after such date in fully registered form, shall be numbered from R-1 upward in the denomination of $5,000 each or in any integral multiple thereof of a single maturity and shall mature on February 1 in the years and amounts as follows: Year Amount Year Amount 2016 $ 2025 $ 2017 2026 2018 2027 2019 2028 2020 2029 2021 2030 2022 2031 2023 2032 2024 2033 For the purpose of complying with Minnesota Statutes, Sections 469.102 and 475.54, subdivision 1, the maturity schedule for the Bonds has been combined with the maturity schedule of the [title of issue] as permitted by Minnesota Statutes, Section 475.54, subdivision 2. 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). (b) Book Entr~Only S sy tem. The Depository Trust Company, a limited purpose trust company organized under the laws of the State of New York or any of its successors or its successors to its functions hereunder (the "Depository") will act as securities depository for the Bonds, and to this end: (i) The Bonds shall be initially issued and, so long as they remain in book entry form only (the "Book Entry Only Period"), shall at all times be in the form of a separate single fully registered Bond for each maturity of the Bonds; and for purposes of 2084694v1 2 complying with this requirement under paragraphs 5 (with respect to redemption) and 10 (with respect to registration, transfer and exchange) Authorized Denominations for any Bond shall be deemed to be limited during the Book Entry Only Period to the outstanding principal amount of that Bond. (ii) Upon initial issuance, ownership of the Bonds shall be registered in a bond register maintained by the Bond Registrar in the name of CEDE & CO., as the nominee (it or any nominee of the existing or a successor Depository, the "Nominee"). (iii) With respect to the Bonds neither the Authority nor the Bond Registrar shall have any responsibility or obligation to any broker, dealer, bank, or any other financial institution for which the Depository holds Bonds as securities depository (the "Participant") or the person for which a Participant holds an interest in the Bonds shown on the books and records of the Participant (the "Beneficial Owner"). Without limiting the immediately preceding sentence, neither the Authority, nor the Bond Registrar, shall have any such responsibility or obligation with respect to (A) the accuracy of the records of the Depository, the Nominee or any Participant with respect to any ownership interest in the Bonds, or (B) the delivery to any Participant, any Owner or any other person, other than the Depository, of any notice with respect to the Bonds, including any notice of redemption, or (C) the payment to any Participant, any Beneficial Owner or any other person, other than the Depository, of any amount with respect to the principal of or premium, if any, or interest on the Bonds, or (D) the consent given or other action taken by the Depository as the Registered Holder of any Bonds (the "Holder"). For purposes of securing the vote or consent of any Holder under this Resolution, the Authority may, however, rely upon an omnibus proxy under which the Depository assigns its consenting or voting rights to certain Participants to whose accounts the Bonds are credited on the record date identified in a listing attached to the omnibus proxy. (iv) The Authority and the Bond Registrar may treat as and deem the Depository to be the absolute owner of the Bonds for the purpose of payment of the principal of and premium, if any, and interest on the Bonds, for the purpose of giving notices of redemption and other matters with respect to the Bonds, for the purpose of obtaining any consent or other action to be taken by Holders for the purpose of registering transfers with respect to such Bonds, and for all purposes whatsoever. The Bond Registrar, as paying agent hereunder, shall pay all principal of and premium, if any, and interest on the Bonds only to the Holder or the Holders of the Bonds as shown on the bond register, and all such payments shall be valid and effective to fully satisfy and discharge the Authority's obligations with respect to the principal of and premium, if any, and interest on the Bonds to the extent of the sum or sums so paid. (v) Upon delivery by the Depository to the Bond Registrar of written notice to the effect that the Depository has determined to substitute a new Nominee in place of the existing Nominee, and subject to the transfer provisions in paragraph 10 (with respect to registration, transfer and exchange) references to the Nominee hereunder shall refer to such new Nominee. 2084694v1 3 (vi) So long as any Bond is registered in the name of a Nominee, all payments with respect to the principal of and premium, if any, and interest on such Bond and all notices with respect to such Bond shall be made and given, respectively, by the Bond Registrar or Authority, as the case may be, to the Depository as provided in the Letter of Representations to the Depository required by the Depository as a condition to its acting as book-entry Depository for the Bonds (said Letter of Representations, together with any replacement thereof or amendment or substitute thereto, including any standard procedures or policies referenced therein or applicable thereto respecting the procedures and other matters relating to the Depository's role as book-entry Depository for the Bonds, collectively hereinafter referred to as the "Letter of Representations"). (vii) All transfers of beneficial ownership interests in each Bond issued in book-entry form shall be limited in principal amount to Authorized Denominations and shall be effected by procedures by the Depository with the Participants for recording and transferring the ownership of beneficial interests in such Bonds. (viii) In connection with any notice or other communication to be provided to the Holders pursuant to this Resolution by the Authority or Bond Registrar with respect to any consent or other action to be taken by Holders, the Depository shall consider the date of receipt of notice requesting such consent or other action as the record date for such consent or other action; provided, that the Authority or the Bond Registrar may establish a special record date for such consent or other action. The Authority or the Bond Registrar shall, to the extent possible, give the Depository notice of such special record date not less than fifteen calendar days in advance of such special record date. (ix) Any successor Bond Registrar in its written acceptance of its duties under this Resolution and any paying agency/bond registrar agreement, shall agree to take any actions necessary from time to time to comply with the requirements of the Letter of Representations. (x) In the case of a partial prepayment of a Bond, the Holder may, in lieu of surrendering the Bonds for a Bond of a lesser denomination as provided in paragraph 5 (with respect to redemption), make a notation of the reduction in principal amount on the panel provided on the Bond stating the amount so redeemed. (c) Termination of Book-Entry Only System. Discontinuance of a particular Depository's services and termination of the book-entry only system may be effected as follows: (i) The Depository may determine to discontinue providing its services with respect to the Bonds at any time by giving written notice to the Authority and discharging its responsibilities with respect thereto under applicable law. The Authority may terminate the services of the Depository with respect to the Bonds if it determines that the Depository is no longer able to carry out its functions as securities depository or the continuation of the system of book-entry transfers through the Depository is not in the best interests of the Authority or the Beneficial Owners. 2084694v1 4 (ii) Upon termination of the services of the Depository as provided in the preceding paragraph, and if no substitute securities depository willing to undertake the functions of the Depository hereunder can be found which, in the opinion of the Authority, is willing and able to assume such functions upon reasonable or customary terms, or if the Authority determines that it is in the best interests of the Authority or the Beneficial Owners of the Bonds that the Beneficial Owners be able to obtain certificates for the Bonds, the Bonds shall no longer be registered as being registered in the bond register in the name of the Nominee, but may be registered in whatever name or names the Holder of the Bonds shall designate at that time, in accordance with paragraph 10 hereof (with respect to registration, transfer and exchange). To the extent that the Beneficial Owners are designated as the transferee by the Holders, in accordance with paragraph 10 (with respect to registration, transfer and exchange), the Bonds will be delivered to the Beneficial Owners. (iii) Nothing in this subparagraph (c) shall limit or restrict the provisions of paragraph 10 (with respect to registration, transfer and exchange). (d) Letter of Representations. The provisions in the Letter of Representations are incorporated herein by reference and made a part of the resolution, and if and to the extent any such provisions are inconsistent with the other provisions of this resolution, the provisions in the Letter of Representations shall control. 3. Purpose. The Bonds shall provide funds to finance the Project. The total cost of the Project, which shall include all costs enumerated in Minnesota Statutes, Section 475.65, is estimated to be at least equal to the amount of the Bonds. Work on the Project shall proceed with due diligence to completion. 4. Interest. The Bonds shall bear interest payable semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2008, calculated on the basis of a 360-day year of twelve 30-day months, at the respective rates per annum set forth opposite the maturity years as follows: Maturity Year 2016 2017 2018 2019 2020 2021 2022 2023 2024 Interest Rate Maturity Year 2025 2026 2027 2028 2029 2030 2031 2032 2033 Interest Rate 5. Redemption. All Bonds maturing on February 1, 2018, and thereafter shall be subject to redemption and prepayment at the option of the Authority on February 1, 2017, and on 2084694v1 5 any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Authority; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected registered holder of the Bonds. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar prior to giving notice of redemption shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of the Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers so assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of each Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Authority or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Authority and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Authority shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. 6. Bond Re isg tray. U.S. Bank National Association, in St. Paul, Minnesota, is appointed to act as bond registrar and transfer agent with respect to the Bonds (the "Bond Registrar"), and shall do so unless and until a successor Bond Registrar is duly appointed, all pursuant to any contract the Authority and Bond Registrar shall execute which is consistent herewith. The Bond Registrar shall also serve as paying agent unless and until a successor paying agent is duly appointed. Principal and interest on the Bonds shall be paid to the registered holders (or record holders) of the Bonds in the manner set forth in the form of Bond and paragraph 13. 7. Form of Bond. The Bonds, together with the Bond Registrar's Certificate of Authentication, the form of Assignment and the registration information thereon, shall be in substantially the following form: 2084694v1 6 UNITED STATES OF AMERICA STATE OF MINNESOTA SHERBURNE COUNTY ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER R- $ GENERAL OBLIGATION BOND, SERIES 2007 Interest Rate Maturity Date Date Of Original Issue CUSIP NOVEMBER 8, 2007 REGISTERED OWNER: CEDE & CO. PRINCIPAL AMOUNT: The Economic Development Authority for the City of Elk River, Sherburne County, Minnesota (the "Issuer"), certifies that it is indebted and for value received promises to pay to the registered owner specified above, or registered assigns, in the manner hereinafter set forth, the principal amount specified above, on the maturity date specified above, unless called for earlier redemption, and to pay interest thereon semiannually on February 1 and August 1 of each year (each, an "Interest Payment Date"), commencing August 1, 2008, at the rate per annum specified above (calculated on the basis of a 360-day year of twelve 30-day months) until the principal sum is paid or has been provided for. This Bond will bear interest from the most recent Interest Payment Date to which interest has been paid or, if no interest has been paid, from the date of original issue hereof. The principal of and premium, if any, on this Bond are payable upon presentation and surrender hereof at the office of U.S. Bank National Association in St. Paul, Minnesota (the "Bond Registrar"), acting as paying agent, or any successor paying agent duly appointed by the Issuer. Interest on this Bond will be paid on each Interest Payment Date by check or draft mailed to the person in whose name this Bond is registered (the "Holder" or "Bondholder") on the registration books of the Issuer maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any interest not so timely paid shall cease to be payable to the person who is the Holder hereof as of the Regular Record Date, and shall be payable to the person who is the Holder hereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given to Bondholders not less than ten days prior to the Special Record Date. The principal of and premium, if any, and interest on this Bond are payable in lawful money of the United States of America. So long as this Bond is registered in the name of the Depository or its Nominee as provided in the Resolution hereinafter described and as those terms are defined therein, payment of principal of and interest on this Bond and notice with respect thereto shall be made as provided in the Letter of Representations, as defined in the Resolution. Bonds may only be registered in the name of the Depository or its Nominee. 2084694v1 7 This Bond shall not be valid or become obligatory for any purpose or be entitled to any security unless the Certificate of Authentication hereon shall have been executed by the Bond Registrar. Optional Redemption. All Bonds of this issue (the "Bonds") maturing on February 1, 2018, and thereafter are subject to redemption and prepayment at the option of the Issuer on February 1, 2017, and on any date thereafter at a price of par plus accrued interest. Redemption may be in whole or in part of the Bonds subject to prepayment. If redemption is in part, the maturities and the principal amounts within each maturity to be redeemed shall be determined by the Issuer; and if only part of the Bonds having a common maturity date are called for prepayment, the specific Bonds to be prepaid shall be chosen by lot by the Bond Registrar. Bonds or portions thereof called for redemption shall be due and payable on the redemption date, and interest thereon shall cease to accrue from and after the redemption date. Mailed notice of redemption shall be given to the paying agent and to each affected Holder of the Bonds. Selection of Bonds for Redemption; Partial Redemption. To effect a partial redemption of Bonds having a common maturity date, the Bond Registrar shall assign to each Bond having a common maturity date a distinctive number for each $5,000 of the principal amount of the Bond. The Bond Registrar shall then select by lot, using such method of selection as it shall deem proper in its discretion, from the numbers assigned to the Bonds, as many numbers as, at $5,000 for each number, shall equal the principal amount of the Bonds to be redeemed. The Bonds to be redeemed shall be the Bonds to which were assigned numbers so selected; provided, however, that only so much of the principal amount of the Bond of a denomination of more than $5,000 shall be redeemed as shall equal $5,000 for each number assigned to it and so selected. If a Bond is to be redeemed only in part, it shall be surrendered to the Bond Registrar (with, if the Issuer or Bond Registrar so requires, a written instrument of transfer in form satisfactory to the Issuer and Bond Registrar duly executed by the Holder thereof or the Holder's attorney duly authorized in writing) and the Issuer shall execute (if necessary) and the Bond Registrar shall authenticate and deliver to the Holder of the Bond, without service charge, a new Bond or Bonds having the same stated maturity and interest rate and of any authorized denomination or denominations, as requested by the Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Bond so surrendered. Issuance; Purpose; General Obli ag tion. This Bond is one of an issue in the total principal amount of $10,000,000, all of like date of original issue and tenor, except as to number, maturity, interest rate, denomination and redemption privilege, issued pursuant to and in full conformity with the Constitution and laws of the State of Minnesota and pursuant to a resolution adopted by the Board of Commissioners on October 15, 2007 (the "Resolution"), for the purpose of providing funds to finance the acquisition and betterment of a recreational facility. This Bond is payable out of the General Obligation Bonds, Series 2007 Fund of the Issuer. This Bond constitutes a general obligation of the Issuer, and to provide moneys for the prompt and full payment of its principal, premium, if any, and interest when the same become due, the full faith and credit and taxing powers of the City of Elk River, Minnesota, have been and are hereby irrevocably pledged pursuant to Ordinance No. _ adopted by the City Council of the City of Elk River, Minnesota, on October 15, 2007. 2084694v1 8 Denominations; Exchange; Resolution. The Bonds are issuable solely in fully registered form in the denominations of $5,000 and integral multiples thereof of a single maturity and are exchangeable for fully registered Bonds of other authorized denominations in equal aggregate principal amounts at the principal office of the Bond Registrar, but only in the manner and subject to the limitations provided in the Resolution. Reference is hereby made to the Resolution for a description of the rights and duties of the Bond Registrar. Copies of the Resolution are on file in the principal office of the Bond Registrar. Transfer. This Bond is transferable by the Holder in person or by the Holder's attorney duly authorized in writing at the principal office of the Bond Registrar upon presentation and surrender hereof to the Bond Registrar, all subject to the terms and conditions provided in the Resolution and to reasonable regulations of the Issuer contained in any agreement with the Bond Registrar. Thereupon the Issuer shall execute and the Bond Registrar shall authenticate and deliver, in exchange for this Bond, one or more new fully registered Bonds in the name of the transferee (but not registered in blank or to "bearer" or similar designation), of an authorized denomination or denominations, in aggregate principal amount equal to the principal amount of this Bond, of the same maturity and bearing interest at the same rate. Fees upon Transfer or Loss. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of this Bond and any legal or unusual costs regarding transfers and lost Bonds. Treatment of Registered Owners. The Issuer and Bond Registrar may treat the person in whose name this Bond is registered as the owner hereof for the purpose of receiving payment as herein provided (except as otherwise provided herein with respect to the Record Date) and for all other purposes, whether or not this Bond shall be overdue, and neither the Issuer nor the Bond Registrar shall be affected by notice to the contrary. Qualified Tax-Exempt Obli atm. This Bond has been designated by the Issuer as a "qualified tax-exempt obligation" for purposes of Section 265(b)(3) of the Internal Revenue Code of 1986, as amended. IT IS HEREBY CERTIFIED AND RECITED that all acts, conditions and things required by the Constitution and laws of the State of Minnesota to be done, to happen and to be performed, precedent to and in the issuance of this Bond, have been done, have happened and have been performed, in regular and due form, time and manner as required by law, and that this Bond, together with all other debts of the Issuer outstanding on the date of original issue hereof and the date of its issuance and delivery to the original purchaser, does not exceed any constitutional or statutory limitation of indebtedness. IN WITNESS WHEREOF, the Economic Development Authority for the City of Elk River, Sherburne County, Minnesota, by its Board of Commissioners has caused this Bond to be executed on its behalf by the facsimile signatures of its President and Executive Director, the corporate seal of the Issuer having been intentionally omitted as permitted by law. 2084694v1 9 Date of Registration: Registrable by: U.S. BANK NATIONAL ASSOCIATION 2007 Payable at: U.S. BANK NATIONAL ASSOCIATION BOND REGISTRAR'S CERTIFICATE OF ECONOMIC DEVELOPMENT AUTHORITY AUTHENTICATION FOR THE CITY OF ELK RIVER This Bond is one of the SHERBURNE COUNTY, MINNESOTA Bonds described in the Resolution mentioned within. /s/ Facsimile President U.S. Bank National Association, as Bond Registrar By /s/ Facsimile Authorized Signature Executive Director 2084694v 1 10 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this Bond, shall 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 the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UTMA - as custodian for under the (Gust) (Minor) (State) Uniform Transfers to Minors Act 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 does hereby irrevocably constitute and appoint attorney to transfer the Bond on the books kept for the registration thereof, with full power of substitution in the premises. Dated: Notice: The assignor's signature to this assignment must correspond with the name as it appears upon the face of the within Bond in every particular, without alteration or any change whatever. Signature Guaranteed: Signature(s) must be guaranteed by a national bank or trust company or by a brokerage firm having a membership in one of the major stock exchanges. The Bond Registrar will not effect transfer of this Bond unless the information concerning the transferee requested below is provided. Name and Address: (Include information for all joint owners if the Bond is held by joint account.) 2084694v1 1 1 PREPAYMENT SCHEDULE This Bond has been prepaid in part on the date(s) and in the amount(s) as follows: Date Amount Authorized Signature of Holder 2084694v1 1 2 8. Execution; Temporary Bonds. The Bonds shall be in typewritten form, shall be executed on behalf of the Authority by the signatures of its President and Executive Director and be sealed with the seal of the Authority; provided, as permitted by law, both signatures may be photocopied facsimiles and the corporate seal has been omitted. In the event of disability or resignation or other absence of either officer, the Bonds may be signed by the manual or facsimile signature of the officer who may act on behalf of the absent or disabled officer. In case either officer whose signature or facsimile of whose signature shall appear on the Bonds shall cease to be such officer before the delivery of the Bonds, the signature or facsimile shall nevertheless be valid and sufficient for all purposes, the same as if the officer had remained in office until delivery. 9. Authentication. No Bond shall be valid or obligatory for any purpose or be entitled to any security or benefit under this resolution unless a Certificate of Authentication on the Bond, substantially in the form hereinabove set forth, shall have been duly executed by an authorized representative of the Bond Registrar. Certificates of Authentication on different Bonds need not be signed by the same person. The Bond Registrar shall authenticate the signatures of officers of the Authority on each Bond by execution of the Certificate of Authentication on the Bond and by inserting as the date of registration in the space provided the date on which the Bond is authenticated, except that for purposes of delivering the original Bonds to the Purchaser, the Bond Registrar shall insert as a date of registration the date of original issue of November 8, 2007. The Certificate of Authentication so executed on each Bond shall be conclusive evidence that it has been authenticated and delivered under this resolution. 10. Registration; Transfer; Exchange. The Authority will cause to be kept at the principal office of the Bond Registrar a bond register in which, subject to such reasonable regulations as the Bond Registrar may prescribe, the Bond Registrar shall provide for the registration of Bonds and the registration of transfers of Bonds entitled to be registered or transferred as herein provided. Upon surrender for transfer of any Bond at the principal office of the Bond Registrar, the Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration (as provided in paragraph 9 with respect to authentication) of, and deliver, in the name of the designated transferee or transferees, one or more new Bonds of any authorized denomination or denominations of a like aggregate principal amount, having the same stated maturity and interest rate, as requested by the transferor; provided, however, that no Bond may be registered in blank or in the name of "bearer" or similar designation. At the option of the Holder, Bonds may be exchanged for Bonds of any authorized denomination or denominations of a like aggregate principal amount and stated maturity, upon surrender of the Bonds to be exchanged at the principal office of the Bond Registrar. Whenever any Bonds are so surrendered for exchange, the Authority shall execute (if necessary), and the Bond Registrar shall authenticate, insert the date of registration of, and deliver the Bonds which the holder making the exchange is entitled to receive. All Bonds surrendered upon any exchange or transfer provided for in this resolution shall be promptly cancelled by the Bond Registrar and thereafter disposed of as directed by the Authority. 2084694v1 1 3 All Bonds delivered in exchange for or upon transfer of Bonds shall be valid general obligations of the Authority evidencing the same debt, and entitled to the same benefits under this resolution, as the Bonds surrendered for such exchange or transfer. Every Bond presented or surrendered for transfer or exchange shall be duly endorsed or be accompanied by a written instrument of transfer, in form satisfactory to the Bond Registrar, duly executed by the holder thereof or the Holder's attorney duly authorized in writing. The Bond Registrar may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection with the transfer or exchange of any Bond and any legal or unusual costs regarding transfers and lost Bonds. Transfers shall also be subject to reasonable regulations of the Authority contained in any agreement with the Bond Registrar, including regulations which permit the Bond Registrar to close its transfer books between record dates and payment dates. 11. Ri hg is Upon Transfer or Exchange. Each Bond delivered upon transfer of or in exchange for or in lieu of any other Bond shall carry all the rights to interest accrued and unpaid, and to accrue, which were carried by such other Bond. 12. Interest Payment; Record Date. Interest on any Bond shall be paid on each Interest Payment Date by check or draft mailed to the person in whose name the Bond is registered (the "Holder") on the registration books of the Authority maintained by the Bond Registrar and at the address appearing thereon at the close of business on the fifteenth day of the calendar month next preceding such Interest Payment Date (the "Regular Record Date"). Any such interest not so timely paid shall cease to be payable to the person who is the Holder thereof as of the Regular Record Date, and shall be payable to the person who is the Holder thereof at the close of business on a date (the "Special Record Date") fixed by the Bond Registrar whenever money becomes available for payment of the defaulted interest. Notice of the Special Record Date shall be given by the Bond Registrar to the Holders not less than ten days prior to the Special Record Date. 13. Treatment of Registered Owner. The Authority and Bond Registrar may treat the person in whose name any Bond is registered as the owner of such Bond for the purpose of receiving payment of principal of and premium, if any, and interest (subject to the payment provisions in paragraph 12 with respect to interest payment and record date) on, such Bond and for all other purposes whatsoever whether or not such Bond shall be overdue, and neither the Authority nor the Bond Registrar shall be affected by notice to the contrary. 14. Deliver~pplication of Proceeds. The Bonds when so prepared and executed shall be delivered by the Treasurer to the Purchaser upon receipt of the purchase price, and the Purchaser shall not be obliged to see to the proper application thereof. 15. Fund and Accounts. There is hereby created a special fund to be designated the "General Obligation Bonds, Series 2007 Fund" (the "Fund") to be administered and maintained by the Treasurer as a bookkeeping account separate and apart from all other funds maintained in the official financial records of the Authority. The Fund shall be maintained in the manner 2084694v1 1 4 herein specified until all of the Bonds and the interest thereon have been fully paid. There shall be maintained in the Fund the following separate accounts: (i) Proiect Account. To the Project Account there shall be credited the proceeds of the sale of the Bonds, less any accrued interest received thereon. From the Project Account there shall be paid all costs and expenses of the Project, including the cost of acquisition and any construction contracts heretofore let and all other costs incurred and to be incurred of the kind authorized in Minnesota Statutes, Section 475.65; and the moneys in the Project Account shall be used for no other purpose except as otherwise provided by law; provided that the proceeds of the Bonds may also be used to the extent necessary to pay interest on the Bonds due prior to the anticipated date of commencement of the collection of taxes herein levied or covenanted to be levied. (ii) Debt Service Account. There are hereby irrevocably appropriated and pledged to, and there shall be credited to, the Debt Service Account: (a) all accrued interest received upon delivery of the Bonds; (b) any collections of all taxes herein or hereafter levied for the payment of the Bonds and interest thereon; (c) any funds made available to the Authority from the City; (d) all funds remaining in the Project Account after completion of the Project and payment of the costs thereof; (e) all investment earnings on funds held in the Debt Service Account; and (f) any and all other moneys, which are properly available and are appropriated by the governing body of the Authority to the Debt Service Account. The Debt Service Account shall be used solely to pay the principal and interest and any premiums for redemption of the Bonds. No portion of the proceeds of the Bonds shall be used directly or indirectly to acquire higher yielding investments or to replace funds which were used directly or indirectly to acquire higher yielding investments, except (1) for a reasonable temporary period until such proceeds are needed for the purpose for which the Bonds were issued and (2) in addition to the above in an amount not greater than the lesser of five percent of the proceeds of the Bonds or $100,000. Any proceeds of the Bonds and any sums from time to time held in the Project Account or Debt Service Account (or any other Authority account which will be used to pay principal or interest to become due on the bonds payable therefrom) in excess of amounts which under then applicable federal arbitrage regulations may be invested without regard to yield shall not be invested at a yield in excess of the applicable yield restrictions imposed by said arbitrage regulations on such investments after taking into account any applicable "temporary periods" or "minor portion" made available under the federal arbitrage regulations. Money in the Fund shall not be invested in obligations or deposits issued by, guaranteed by or insured by the United States or any agency or instrumentality thereof if and to the extent that such investment would cause the Bonds to be "federally guaranteed" within the meaning of Section 149(b) of the Internal Revenue Code of 1986, as amended (the "Code"). 16. Tax Levy; Covera ems. To provide moneys for payment of the principal and interest on the Bonds there is hereby levied upon all of the taxable property in the City a direct annual ad valorem tax which shall be spread upon the tax rolls and collected with and as part of other general property taxes in the City for the years and in the amounts as follows: 2084694v1 1 5 Year of Tax Levv Year of Tax Levv Amount 2008-20_ 2009-20_ See Attached Tax Levy Schedule The tax levies are such that if collected in full they, together with and any other revenues herein pledged for the payment of the Bonds, will produce at least five percent in excess of the amount needed to meet when due the principal and interest payments on the Bonds. The tax levies shall be irrepealable so long as any of the Bonds are outstanding and unpaid, provided that the City reserves the right and power to reduce the levies in the manner and to the extent permitted by Minnesota Statutes, Section 475.61, Subdivision 3. 17. General Obligation Pledge. For the prompt and full payment of the principal and interest on the Bonds, as the same respectively become due, the full faith, credit and taxing powers of the City have been irrevocably pledged by the Ordinance. If the balance in the Debt Service Account is ever insufficient to pay all principal and interest then due on the Bonds and any other bonds payable therefrom, the deficiency shall be promptly paid out of any other funds of the Authority which are available for such purpose, and such other funds may be reimbursed with or without interest from the Debt Service Account when a sufficient balance is available therein. 18. Certificate of Registration and Tax LevX. The Executive Director is hereby directed to file a certified copy of this resolution with the County Auditor of Sherburne County, Minnesota, together with such other information as the County Auditor shall require, and to obtain the County Auditor's certificate that the Bonds have been entered in the County Auditor's Bond Register, and that the tax levy required by law has been made. 19. Records and Certificates. The officers of the Authority are hereby authorized and directed to prepare and furnish to the Purchaser, and to the attorneys approving the legality of the issuance of the Bonds, certified copies of all proceedings and records of the Authority relating to the Bonds and to the financial condition and affairs of the Authority, and such other affidavits, certificates and information as are required to show the facts relating to the legality and marketability of the Bonds as the same appear from the books and records under their custody and control or as otherwise known to them, and all such certified copies, certificates and affidavits, including any heretofore furnished, shall be deemed representations of the Authority as to the facts recited therein. 20. Tax-Exempt Status of the Bonds; 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 (a) requirements relating to temporary periods for investments; (b) limitations on amounts invested at a yield greater than the yield on the Bonds; and (c) the rebate of excess investment earnings to the United States. The Authority expects to satisfy the twenty-four month expenditure exemption for gross proceeds of the Bonds as provided in Section 1.148-7(c) of the Regulations. The President and 2084694v1 1 6 or Executive Director are hereby authorized and directed to make such elections as to arbitrage and rebate matters relating to the Bonds as they deem necessary, appropriate or desirable in connection with the Bonds, and all such elections shall be, and shall be deemed and treated as, elections of the Authority. 21. Designation of 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 Authority hereby makes the following factual statements and representations: (a) the Bonds are issued after August 7, 1986; (b) the Bonds are not "private activity bonds" as defined in Section 141 of the Code; (c) the Authority hereby designates the Bonds as "qualified tax exempt obligations" for purposes of Section 265(b)(3) of the Code; (d) 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 2007 will not exceed $10,000,000; and (e) not more than $10,000,000 of obligations issued by the Authority during this calendar year 2007 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. 22. Tax Covenants. In order to ensure that the interest on the Bonds shall at all times be excluded from federal gross income, the Authority specifically represents, warrants and covenants with all holders of the Bonds, as follows: (a) It will fulfill all conditions specified in Sections 103 and 141 through 150 of the Code and applicable Treasury Regulations as necessary to maintain the tax exempt status of the interest borne by the Bonds. (b) The Project, including any property financed or otherwise provided for by the net proceeds of the Bonds, will be owned by the Authority and used by the general public or organizations described in Section 501(c)(3) ofthe Code. (c) Less than five percent of the net proceeds of the Bonds will be used to provide property used either (i) by an organization described in Section 501(c)(3) of the Code in an activity that constitutes an unrelated trade or business, or (ii) in a trade or business by a person other than an organization described in Section 501(c)(3) of the Code or a governmental unit (within the meaning of Section 141 of the Code). (d) It shall make no use of the Project, including but not limited to entering into any agreement for the management of the Project or any similar agreement, the effect of which 2084694v1 1 7 would cause the Bonds not to constitute "qualified 501(c)(3) bonds," within the meaning of Section 145 and related Sections of the Code, and any service contract to be entered into with respect to the Project (unless entered into with an organization described in Section 501(c)(3) of the Code) shall constitute a "qualified management agreement" within the meaning of all pertinent provisions of law, including all relevant provisions of the Code and regulations, rulings and revenue procedures thereunder, including Revenue Procedure 97-13. (e) Not more than two percent of the proceeds of the Bonds will be applied to the payment of costs of issuance of the Bonds and all costs of issuance in excess of that amount will be paid by the City from funds other than proceeds of the Bonds. (f) It has not leased, sold, assigned, granted or conveyed and will not lease, sell, assign, grant or convey all or any portion of the Project or any interest therein to the United States or any agency or instrumentality thereof within the meaning of Section 149(b) of the Code. (g) No portion of the proceeds of the Bonds will be used to provide any of the following facilities or facilities related or incidental thereto: any airplane, skybox or other private luxury box, facility used primarily for gambling, or store the principal business of which is the sale of alcoholic beverages for consumption off premises. (h) As of the date hereof, the Authority and The Young Men's Christian Association of Metropolitan Minneapolis (the "YMCA") are the only "principal users" of the Project and it will not permit any person to become a "principal user" of the Project if such action would cause the interest on the Bonds to become includable in federal gross income in the hands of the Bondholders. (i) The average maturity of the Bonds does not exceed one hundred twenty percent of the average reasonably expected economic life of the Project as determined in accordance with Section 147(b) of the Code. (j) No obligations have been or will be issued which are described in Section 141, 142, 143, 144 or 145 of the Code and that are (i) sold at substantially the same time as the Bonds, (ii) sold pursuant to a common plan of marketing and (iii) payable in whole or in part by the YMCA or otherwise have any common or pooled security for the payment of debt service thereon with the Bonds. (k) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury Regulations. (1) It reasonably expects that eighty-five percent of the spendable proceeds of the Bonds will be used to carry out the governmental purpose of the Bonds within three years of the date the Bonds are issued. Not more than fifty percent of the proceeds of the Bonds will be invested in nonpurpose investments (as defined in Section 148(f)(6)(A) of the Code) having a substantially guaranteed yield for four years or more. 2084694v1 1 8 (m) It will comply with and fulfill all other requirements and conditions of the Code and Treasury Regulations and rulings issued pursuant thereto relating to the acquisition, construction and operation of the Project to the end that interest on the Bonds shall at all times be excludable from federal gross income. (n) It will not use the proceeds of the Bonds in such a manner as to cause the Bonds to be "arbitrage bonds" within the meaning of Section 148 of the Code and applicable Treasury Regulations; and to this end, the Authority shall pay to the United States, as a rebate, an amount equal to the sum of (i) the excess of (I) the aggregate amount earned on all nonpurpose obligations (other than investments attributable to an excess described in this clause), over (II) the amount which would have been earned if all nonpurpose obligations were invested at a rate equal to the yield on the Bonds plus (ii) any income attributable to the excess described in clause (i), at the times and in the amounts required by Section 148 of the Code, all within the meaning of Section 148 of the Code. The Authority shall maintain records of the interest rate borne by the Bonds and the investments of the Project Account and Debt Service Account and earnings thereon in adequate detail to enable the Authority to calculate the amount of any rebate required to be made to the United States. The Authority shall pay the rebate to the United States at times and in installments which satisfy Section 148 of the Code and the Treasury Regulations, at least once every five years and within sixty days after the day on which the last of the Bonds is redeemed. Calculations of the amount to be rebated shall be made at least every five years, by an independent accountant selected by the Authority. Such calculations shall be retained until six years after the retirement of the Bonds. The rebate shall be calculated as provided in the applicable Treasury Regulations, including taking into account the gain or loss on the disposition of nonpurpose investments. 23. Tax Exemption Agreement. The Authority will enter into a Tax Exemption Agreement, dated November 1, 2007, with the YMCA. The Tax Exemption Agreement is hereby approved and the President and Executive Director are authorized to execute the Tax Exemption Agreement on behalf of the Authority. 24. Payment of Issuance Expenses. The Authority authorizes the Purchaser to forward the amount of Bond proceeds allocable to the payment of issuance expenses to U.S. Trust Company, N.A., in Greenwich, Connecticut, on the closing date for further distribution as directed by Ehlers. 25. Defeasance. When all Bonds have been discharged as provided in this paragraph, all pledges, covenants and other rights granted by this resolution to the registered holders of the Bonds shall, to the extent permitted by law, cease. The Authority may discharge its obligations with respect to any Bonds which are due on any date by irrevocably depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full; or if any Bond should not be paid when due, it may nevertheless be discharged by depositing with the Bond Registrar a sum sufficient for the payment thereof in full with interest accrued to the date of such deposit. The Authority may also discharge its obligations with respect to any prepayable Bonds called for redemption on any date when they are prepayable according to their terms, by depositing with the Bond Registrar on or before that date a sum sufficient for the payment thereof in full, provided that notice of redemption thereof has been duly given. The Authority may also at any time discharge its obligations with respect to any Bonds, subject to the 2084694v1 1 9 provisions of law now or hereafter authorizing and regulating such action, by depositing irrevocably in escrow, with a suitable banking institution qualified by law as an escrow agent for this purpose, cash or securities described in Minnesota Statutes, Section 475.67, Subdivision 8, bearing interest payable at such times and at such rates and maturing on such dates as shall be required, subject to sale and/or reinvestment, to pay all amounts to become due thereon to maturity or, if notice of redemption as herein required has been duly provided for, to such earlier redemption date. 26. Compliance with Reimbursement Bond Regulations. The provisions of this paragraph are intended to establish and provide for the Authority's compliance with United States Treasury Regulations Section 1.150-2 (the "Reimbursement Regulations") applicable to the "reimbursement proceeds" of the Bonds, being those portions thereof which will be used by the Authority to reimburse itself for any expenditure which the Authority paid or will have paid prior to the Closing Date (a "Reimbursement Expenditure"). The Authority hereby certifies and/or covenants as follows: (a) Not later than sixty days after the date of payment of a Reimbursement Expenditure, the Authority (or person designated to do so on behalf of the Authority) has made or will have made a written declaration of the Authority's official intent (a "Declaration") which effectively (i) states the Authority's reasonable expectation to reimburse itself for the payment of the Reimbursement Expenditure out of the proceeds of a subsequent borrowing; (ii) gives a general and functional description of the property, project or program to which the Declaration relates and for which the Reimbursement Expenditure is paid, or identifies a specific fund or account of the Authority and the general functional purpose thereof from which the Reimbursement Expenditure was to be paid (collectively the "Project"); and (iii) states the maximum principal amount of debt expected to be issued by the Authority for the purpose of financing the Project; provided, however, that no such Declaration shall necessarily have been made with respect to: (i) "preliminary expenditures" for the Project, defined in the Reimbursement Regulations to include engineering or architectural, surveying and soil testing expenses and similar prefatory costs, which in the aggregate do not exceed twenty percent of the "issue price" of the Bonds, and (ii) a de minimis amount of Reimbursement Expenditures not in excess of the lesser of $100,000 or five percent of the proceeds of the Bonds. (b) Each Reimbursement Expenditure is a capital expenditure or a cost of issuance of the Bonds or any of the other types of expenditures described in Section 1.150-2(d)(3) of the Reimbursement Regulations. 27. Continuing Disclosure. The Authority is the issuer of the Bonds. However it is not an "obligated person" subject to the disclosure requirements under the SEC Rule 15c2- 12(b)(5) (the "Rule") because (i) the bonds are general obligations of the City and not the Authority and (ii) financial information and operating data set forth in the Official Statement relates only to the City. The City shall enter into a Continuing Disclosure Undertaking. 28. Severability. If any section, paragraph or provision of this resolution shall be held to be invalid or unenforceable for any reason, the invalidity or unenforceability of such section, paragraph or provision shall not affect any of the remaining provisions of this resolution. 2084694v 1 20 29. Headings. Headings in this resolution are included for convenience of reference only and are not a part hereof, and shall not limit or define the meaning of any provision hereof. 30. Effectiveness. This resolution shall become effective only upon adoption by the City Council of the Ordinance authorizing the pledge of the City's full faith and credit to the payment of the Bonds. 2084694v1 2 l STATE OF MINNESOTA COUNTY OF SHERBURNE ECONOMIC DEVELOPMENT AUTHORITY FOR THE CITY OF ELK RIVER I, the undersigned, being the duly qualified and acting Executive Director of the Economic Development Authority for the City of Elk River, Minnesota, DO HEREBY CERTIFY that I have compared the attached and foregoing extract of minutes with the original thereof on file in my office, and that the same is a full, true and complete transcript of the minutes of a meeting of the Board of Commissioners of said Authority, duly called and held on the date therein indicated, insofar as such minutes relate to the Authority's $10,000,000 General Obligation Bonds, Series 2007. Dated: October 15, 2007. Executive Director 2084694v1 -' Global Credit Research ....~, ~=. = = New Issue _.__~ ~_ ~~ ~~ wrti~rs ~ 10 OCT 2007 New Issue: Elk River Economic Development Authority, MN MOODY'S UPGRADES THE CITY OF ELK RIVER'S (MN) GOULT RATING TO Aa3 FROM A1, AFFECTING $27.7 MILLION IN OUTSTANDING GENERAL OBLIGATION DEBT, INCLUDING CURRENT OFFERING ASSIGNS Aa3 RATING TO CITY OF ELK RIVER ECONOMIC DEVELOPMENT AUTHORITY'S (MN) $30 MILLION GENERAL OBLIGATION BONDS, SERIES 2007 Municipality MN Moody's Rating ISSUE RATING General Obligation Bonds, Series 2007 Aa3 Sale Amount $10,000,000 Expected Sale Date 10/15/07 Rating Description General Obligation Opinion NEW YORK, Oct 10, 2007 - Moody's Investors Service has assigned a Aa3 rating to the City of Elk River Economic Development Authority's (MN) $10 million General Obligation Bonds, Series 2007. Concurrently, Moody's has upgraded to Aa3 from Al the rating on the city's outstanding general obligation debt affecting $27.7 million, including the current offering, and upgraded the rating from A2 to Al on the Economic Development Authority's outstanding $9.2 million in lease revenue debt. The Series 2007 bonds are being issued by the Economic Development Authority, but ultimately secured by the city's general obligation unlimited tax pledge. Bond proceeds will finance construction of a YMCA facility. The Aa3 rating reflects the city's sizeable and growing tax base located near the Twin Cities metropolitan region, well-managed and stable financial operations with ample reserve levels, and above average debt burden and principal amortization rate. DIVERSIFYING AND GROWING TAX BASE BENEFITS FROM FAVORABLE LOCATION NEAR THE TWIN CITIES METRO AREA Located 35 miles northwest of the Twin City metro area (Minneapolis general obligation debt rated Aa1, St. Paul GO rated Aa2), and 40 miles southeast of St. Cloud (GO rated Aa3) the City of Elk River acts as the county seat of Sherburne County, and benefits from its location in this high growth corridor. Its sizeable $2.3 billion tax base has grown at a strong 17.8% five year average annual rate, while its current estimated population of 22,550 has increased 37% since 2000, reflecting the strong local housing market, and expanding commercial and industrial sector. Through the successful use of TIF districts and increasing the number of active business parks, city officials expect development to continue at its current rate over the near term. Officials furthermore estimate the city's fully built out population to reach 36,000, though more than half of its land remains available for development. Future growth is expected to be aided by the development of the North Star commuter rail system connecting the Twin Cities to St. Cloud, anticipated to be operational by fall 2009. City wealth levels approximate state medians, with per capita and median family income at 94% and 115.1 % of state levels, respectively. WELL MANAGED AND STABLE FINANCIAL OPERATION EXPECTED TO CONTINUE Moody's believes that the city's financial operations will remain stable and healthy, given the city's demonstrated record of sound management with forward looking planning. Historically it has maintained healthy financial operations. Following five consecutive years of operating surpluses, the General Fund balance increased from $4.6 million, or 46.4% of General Fund revenues, in fiscal 2005, to $4.8 million, or 44% of revenues, in fiscal 2006. Despite the recent reductions in state aid, the city maintained healthy reserve levels and structural balance with prudent management strategies and tight expenditure controls in personnel and capital needs. Additionally, the city maintains over $4.6 million in the Municipal Liquor Fund, and historically has transferred approximately $200,000 on an annual basis into the General Fund, and over half of the balance is liquid and available for operational purposes. Management maintains a General Fund policy of 41.5% of budgeted expenditures, and has never fallen below these levels. City officials anticipate balanced operations for fiscal 2007. Management reports the city has recently completed along-term financial management plan which should provide stability going forward. Given the conservative budgeting practices and history of prudent fiscal management, Moody's expects the city to maintain healthy financial operations over the near term. ABOVE AVERAGE DEBT BURDEN REFLECTS GROWING REGION Including the city's lease debt, the city's 5% overall debt burden is above the state median of 3.4%, and largely reflects the needs of a growing region, including overlapping entities, such as Elk River Independent School District. The city's direct debt level of 1.6% is more manageable, with a portion of direct debt supported by special assessments and enterprise system revenues, thus further mitigating the impact on taxpayers. The Economic Development Authority plans to issue an additional $2 million in early 2008 to complete the financing for the YMCA facility. One-third of the debt service payments will be supported by lease payments made by YMCA and the city will levy for remainder. Principal amortization is below average with 57.6% of debt retired in 10 years; however, debt issued is 2008 will level the debt service schedule and positively affect the overall amortization of the debt. Given the city's sustained tax base growth, significant supporting revenue streams (a sizeable portion is backed by special assessments on affected property), Moody's believes the city's debt profile should remain manageable over the near to medium term. KEY STATISTICS 2007 Population (Estimate): 22,550 2006 Full Value: $2.3 billion 2006 Full Value Per Capita: $101,526 2000 Per Capita Income, as a % of state: 94.0% 2000 Median Family Income, as a % of state: 115.1 2000 Median Home Value, as a % of US: 121.1% Direct debt burden: 1.61 Overall debt burden: 5.0% Principal amortization, in ten years 57.6% Fiscal 2006 General Fund Balance: $4.8 million (44% of revenues) Post-sale general obligation debt outstanding: $27.7 million, including current offering Analysts Molly Shellhorn Analyst Public Finance Group Moody's Investors Service Rachel Cortez Backup Analyst Public Finance Group Moody's Investors Service Contacts Journalists: (212) 553-0376 Research Clients: (212) 553-1653 ©Copyright 2007, Moody's Investors Service, Inc. and/or its licensors including Moody's Assurance Company, Inc. (together, "MOODY'S"). All rights reserved. FIC.I. 'vtt)Eir.M1A.;_.(:1N CX:)N"t'AINE.=t) E9[:.RE::itd ?5 F~f2i3t'E {.:T( t7 E3Y .;C.}E>YFZG('iT l..A'Jet APJ1> P:C)NE. C)E' S:K:fi INf'C?hP~l/'aTt{.'rd !~16iY Ear i~C)P:F.'t) t)tZ iiTtiEr.tZNJiSE. RrF'~tiC}Ci;.l(::EiU, RLIi>1~CK.AGEtJ, i l''tY'i"EiEtt T'R,1"dS[•~1":.'t"~'@it), l'F'tfaNa"ii{'ZkE.it}, E>.t;7.'.iEh13'N/aT't(t), Ft@iEJ1S"E'tii,c?1.t7-E=[~ OtZ tiE.i`~f.}L.i), C)R S-rC)RP_I'a I f3F7 :SllE3SEirC~IJE(l t I;SC! PC.}R t\NY 5i.li::EE {>iltt{''i)SE, .EPA 1<JiiC}t.E` JF2 .EN PAF2T. 7N AEVY FORM OR h`•.ANR1Fi.R C)I. r:~'y ANY Mfr.ANS i~Vtl:aTc;C)":~Jf.`.R, l.'aY ANY F~aZSi:}Ai Vv'1T':{CUi Mi~}C)C.)'f`G; I'fZ>(~R b"v4i1~LF:1i L.OPd`ziE:.Pv'i. 'A!.{ i.^t`,cma:nor, rontainec r-e.e1r is obl.air:ed by (*;%>f}';Y 5 t`rom ,UU~e° es 7e!ievdd ~,y .t: t:o be. ,rcrurate ,.=~d reh,~b!e. HFCa ar? o' tha ?nss br, `.y o` Fu~nan or r~~ecnanic a~~ror ,n, wr fl ~~s Ct'.e, 'act{a-~s, netiroe•ver, sun' r~fo•~• ~a::~~ s ;rr;~vicleC~ .," w;(?;.ut tti~u :~"'Y of arY kind and MC}C)L`1Y'S, in parCic'.uiar, make.; nc~ re(rrPSP.,lltatlon or :warranty, exl;re,s or irnp~,e.d, a5 tr tt;e accuracy, t.im~iine~55, compet:en+zs, merchantability err fitness far any par6cu!ar nurhosa of any such ink:rnnation. l)nder no rai:~c,;s'nr>!:tin:ps shall '*1C)f}DY'~; have any liability tC+ any person or entity for (a} any !os< C!r damai,e in wi~ole nr in parC ~~atrsed !~y, resulting from, cr r~e.latrng 1:c, any error (negligent or U!:herwise) Ur ather circumstance or cOntinyenrJY within ;~r autsiae the con[r~o! of MOC?CJY`5 or anY Uf R dlreaflrs, officers, employees ar agents in connecl:ian vritii rho proc;n~ement, collection, compnat~on, analysis, nl:erpretat!on, cUrmmunifraton, publication or delivery of any such inFt,rmaticn, Ur p) any direct, ind!r'eca, >peci<-E, consequential, eo,mpansai:or'y or inc'ideni:ai damages wnat~,oever {includrnr without iimitat~en, (os!: prUf~!a), even rf MOCL)Y'S is ad~nsed 'tit advc.nce of the possibility Uf su,^_h clsmac}e~s, resuft~n:} fr~Um !a~~ rrse cf or !na!~ility t:o r;se, any sur_h informatinn. The c~'edi!: rat;r.gs ,,.. ,. ,. ar7c: ;star:c;ai rnportir~,,~ analysis observaCiorrs, 3!' any, canstitutirrc! parC cf the inforrnatlon contained herein are, arrd must be con5t'rued so?ely as, statements os` opinion z'~nci not s' a<ernents of`ait or reecrnr<'rer~c;atior;s Co purcf'rase, sell or hold any sec~.riCies, NQ VJARRANTI', EXPRESS OR IMPLIED, A5 Td THE ACCURACY, TiMELIPdESS, COMF'LETENE55., MERCHAPdTr'OG+ILI`i-Y OiC FITRdESS rFOR ARTY PARTICULAR PURpC'ISE E}F ANY 5UCH RATING OR C;THER ORINItON OR INFORMATiOR1 IS GI~IEN CR FtADE BY MC)ODY'S iN ANY FORK! C}R h1ANNL`.R Wt~fA"fSUE'.V!5'R. Er'ach rakinr} or other opin'mn anus±: tie ~vn'igher! soi~ly as one factor ire any investn~er~t decision mare by or nn behalf of any user oP the informant n contained herein, and each such user mr,st accordingly retake its owr5 study and evaiuatian o!` eackr security and of ez,cti issuer turd cluaraa~tor af', anci each provieer of credit support fqr, cae?' security t?tat it may consider purckt;~sirtc}, holding a+' soiling. MQODY`'S hereby discloses ttta~_ most issuers of debt securitiras {including cur~poraEe arrd rnt~r,icipal L"Crtds, elebentures, rotes and cornmerciai paper) arrd preferred 5tctck rated by R1O0DY'S t!z'ive, prior to as.;irnmertt uk' any rating, agreed to pay to h•~1C3OCY S for appraisal and rating services rertdereci by it fees ranginri from $1,500 CU approximately $2,400,Q00. Maody's Corpurz:tiort ti~1C0; <:nd its w~ho!!y-owned credit r;::tir~g e~yency subsidi~~ry; Mc~oJy's I~~ve~strrrs 5ervice~ (h1IS;, also mt~inkain pUikic.s ;nU procGt9tires to adc,ress the independc;nc;~f of MI5's, ratir;gs ar;ci ratinc} processes, irrforrna'.it7r: nine}ard!ng ct~:r±<iin tii~filic~tions tf!at may exist between directors of MCO ar!d rated entitie~a, and between entities who hold ratings from h1I5 arrd have aisa publicly repvrteti to thr:: SEC zar: owr:ership interest in MCf> of rtiore l:ha*? 5~/0, !s posted ar;r.ua!!y Un Maoc?Y's reebsite at wVVw.rr7oodys.com ur~cier Cho t;cadinc,I "Sharcholcter' Rotarians - Corporal:r~ Gov~~rnt~nce - Director anci Sharehalder Affiiiatiort PUlicy."